Elements of Chaos
by The-Incredible-Blunderbolt
Summary: When an evil more ancient than Celestia herself escapes from confinement, only the Princess' most trusted subjects stand in the way of Equestria's absolute destruction. But imprisonment gives one time to think, and the enemy is no fool...
1. Prologue

_Dear Twilight Sparkle, my most faithful student,  
>It pleases me to once again read your findings on the study of friendship. Time and time again you continue to impress me with your brilliant insights and in depth analysis. I know that I could not have asked for a better student, or more faithful protege than-<em>

The alicorn looked up from the parchment, a shiver ran down her spine. Shadows flickered across the dark bedroom, lit only by the lantern on the Princess's desk and the gleam of her sister's moon. Celestia frowned, she couldn't place it, but something felt wrong. Against her gut feeling, she returned to her letter.

_-yourself. You have served me well and I am proud to have been your teacher. I look forward to your letters each week-_

_CRASH! _

Celestia was on her hooves faster than lightning. The writing tools fell to the ground with a chorus of muffled bumps. Ink spilled across the floor, staining the carpet a deep, glossy black. Cautiously, the ruler of Equestria crept to the door of her bedroom.

The corridor was nearly pitch black. Only the late-night lanterns remained burning, leaving barely enough light to see anything further than a few feet away. "Swiftblade?" The Princess whispered for her personal guard. No response came from the murky blackness. "Where are you?" Still no response.

Celestia was beginning to worry. Swiftblade _never_ left her side, not even when she was eating. The pegasus soldier was always just outside the door, or hidden away in some dark corner out of sight. _Perhaps he went to the bathroom._ Celestia thought. _It is very late..._ The Princess sighed with relief at the thought, until she realized something. _Why wouldn't he have found somepony to cover for him?_ Swiftblade was very dedicated to his boss's protection, often losing days of sleep before asking another guard to cover for him while he rested. This was incredibly out of character for him.

Celestia could feel her heartbeat pick up again, but shook it off; she was being silly, there was nothing wrong. She quietly retreated into her room.

Cursing her clumsiness, the alicorn tried her best to pull the drying ink out of the carpet. She sighed in defeat after a few minutes and decided she'd just have a maid clean it in the morning. Picking up her quill once more, she resumed writing her letter to Twilight.

_You and your friends' adventures bring excitement and wonder to my otherwise plain and boring days. I wish you well-being and good luck in the week to come. As always, do not hesitate to call upon me if ever-_

The breeze blew the ink bottle over, once more spilling its contents, this time all over her letter. Celestia growled in frustration. _Cursed night-winds..._ She threw the note in the trash and decided to turn in for the night when it occurred to her, _Wait... wasn't my window closed? _

Celestia looked over to the wall. The curtains flowed softly in the breeze, cold mountain air filled her nostrils and the sounds of crickets chirping in the grass below flowed up to her room. The window was most definitely _open. _

That was the final straw, the Princess ripped her door open and bolted down the corridor as fast as she could. Behind her, the sounds of heavy breathing and hoof-falls echoed in her ears. "Swiftblade!" She called, her voice nearly in a panic. "_Swiftblade!"_ Celestia's cries were met only with the sounds of her pursuer. She turned a corner and found herself at the top of the main staircase. "Guards!" She shrieked, stampeding down the stairs. She could not see anypony. The guards, the servants, even the night maintenance crew was missing.

_Where is everypony!_ the Princess cried to herself. The hoofsteps drew closer, fueling Celestia with but more fear and adrenaline. Pausing for only a second at the bottom of the steps, Celestia tore down another hall, ripped open the nearest door... and fell straight to the ground.

Groaning, she climbed back onto her hooves and looked behind herself to see what she'd tripped over. The sight nearly made her scream in both fear and sorrow. Swiftblade, the ever present, caring, courteous guard she'd known for years lay in a puddle of blood on the ground, his mouth gripping lifelessly on his sword. Desperately, Celestia locked the door with her magic. The hoofsteps stopped just outside the room and murmurs emanated from the other side.

Tearful and panicked, the Princess resumed her run down the hall. She had to reach the barracks. The other guards needed to know that the castle was under attack. A loud crash filled the room, her pursuers had smashed the door down. Whoever they were, they were obviously getting impatient. Celestia was going to have to lose them before she did anything else.

In a flash, the Princess was across the hall, through the other door and into the banquet room. _Shoot!_ Celestia cursed to herself, she knew this room well. The Banquet Hall was the large room she used for special dinners with honored guests, typically diplomats from neighboring kingdoms; there was only one exit from here, and she was standing in it.

Shaking, the ruler of Equestria looked around for a place to hide. The large table that spanned the entire room seemed like the best option, but also the most predictable. She would be caught almost instantly if she hid under there. _The serving carts!_ she thought. Celestia sprinted to the other side of the room where four very large wheeled tables stood lined up. Shivering with anxiety, she lifted a cloth and crawled under one.

The door slowly creaked open and the hoofsteps entered. "You saw her come in here?" A deep voice said. It was soft, but it carried a heavy power along with it. No audible answer was given back. The hoofsteps grew closer.

"Wait." The another voice said. "I know this room, she threw a party in it last month. There is only one entrance, go back to the door and guard it. I'll find her." This voice was slick; a slimy, greasy voice that reminded Celestia of a snake.

Once again, no audible response came, but Celestia could hear the first set of hoofsteps retreat back to the door. _What is going on here!_ The Princess took a deep, shaky breath and tried to collect her thoughts. Panicking, she knew, got ponies killed in situations like this.

"Heh, heh, I bet she's under the table." The second voice said. The sounds of ripping cloth echoed from the center of the room, followed by a grumble of disappointment. "Hmm..." The voice said as the speaker rounded the room towards her corner. "Oh Prince-ess, where a-a-are you-u-u?" The menace in the voice, the sheer blatant malice so excitedly shown caused Celestia to shiver once more.

The hoofsteps grew closer until they sounded right in front of her cart, at which point they stopped abruptly. Celestia had begun to wonder if her pursuer had located her, when sniffing sounds proved her thoughts to be negative. The sniffing continued for a few moments before it stopped and the hoofsteps began again, continuing on past her.

After a few agonizingly slow minutes, the first voice spoke up again. "We are wasting time here. Celestia is obviously not in this area, we must continue to search the castle before she escapes." Celestia breathed a quiet sigh of relief, perhaps she could alert the guards when they left.

"But I can _smell_ her, Thunder! _She's in here_." The second voice whined and then returned to sniffing Celestia's corner. "I must trust my nose, it never lies."

"Right..." The first voice, Thunder, Celestia guessed, spoke in a slow, patronizing sarcasm. "The same way it didn't lie in St. Griffonsburg?"

"I smelled cockroaches!" The second voice defended. "I love cockroaches, they're tasty!"

"_It was a scented candle from a Nightmare Night sale!_ You caused thousands of Bits in damages to the restaurant, forget what you did to that elderly mare-"

"Bah, her leg will grow back." The second voice interjected between sniffs.

There was a loud sigh from the far side of the room. "We must leave now. The King will not be pleased if we fail." The sniffing stopped abruptly and the hoofsteps quickly made their way to the exit.

Celestia waited for a bit before climbing out of her hiding place on trembling knees. _King?_ The Princess wondered. _What kingdom would dare attack Equestria?_ It was common knowledge that Equestria was one of the most friendly nations on Earth, one with many, many powerful alliances. The more Celestia thought about it, the more concerned she grew. She had to alert the guards. Taking a deep breath, she once again plunged into the halls.

Taking care to be as silent as possible, Celestia crept through the halls. She was passed her fear, now she was simply offended. Who would dare attack _her_, a _Princess_; the _Leader of Equestria_? Who had the gall to make her sneak about in her own home like a common thief? Oh, when her guards caught these hoodlums, she was going to get some answers, some _retribution_. For Swiftblade, for herself, for anypony else hurt due to their selfishness. These stallions and their _King_, they were all going to _pay_.

Scuffling noises forced Celestia to hide once more on her way to the barracks, this time in a broom closet. More hoofsteps passed by, two or three sets, by Celestia's count, before she dared venture forth. She stuck her head out of the doorway and checked for any other dangers. With the coast clear, the Princess once more left the safety of her hiding spot.

She had only taken but a few steps before a voice called out, "Yes! You see Thunder? My nose _never_ lies!" Shocked at her carelessness, Celestia began her race to the barracks. Forget subtlety, she was being chased again! Perhaps her guards would investigate if she created enough of a clamor. Putting all of her strength into each step, the alicorn powered through the halls to the west wing of the castle. The hoofsteps echoing behind her and the thought of her dear friend Swiftblade served as the only motivation she needed to rip open the doors of the guard barracks and raise the alarm.

The guard barracks consisted of a large, domed atrium with doors and halls leading off to various rooms for sleeping, eating and training. Celestia was relieved to see a small group of her elite guardsmen already fully armored and chatting in the center of the room.

"Guards! Guards! To arms, quickly! The castle is under attack!" She cried frantically, sprinting over to them. Her men looked up at her, surprised expressions plastered on their faces. A few of them exchanged glances, but none of them moved to follow orders. _They are obviously too shocked to understand the gravity of the situation._ Celestia thought.

Desperately, the Princess searched for somepony who could act appropriately. _Ah, Captain Lionheart._ "Quickly Captain!" Celestia poured all of her emotion into the statement. "Sound the alarm, get your men prepared for the fight!" The Captain simply smirked and shook his head in disbelief.

The door behind Celestia exploded open and two more stallions arrived. This first stallion was pure black, very large and incredibly brawny; The only other colors Celestia saw on him were the crystal blue of his eyes, the dual shades of dark, and ever darker blue that made up his well kept mane. The other was a short, dark green pony with a messy red mane and pointed teeth. He walked slightly behind the first, never fully extending his legs. His twisted gait reminded Celestia of a large spider. They were definitely _not_ members of the Royal Guard.

"Captain!" Celestia announced. "Arrest these stallions! They've killed Commander Swiftblade, broken into our home, and have even attempted to take my life!"

"Nonsense." The Guard Captain replied nonchalantly, striding up next to her. "We only wish to capture you."

The remark caught Celestia off guard, "We?" The traitorous Captain reached forward and hoofed Celestia in the face.

The impact would have knocked any other pony unconscious; Captain Lionheart was no weakling, but Celestia was no ordinary pony. Pain exploded in her face and she stumbled backwards for a few feet and gathered herself. Adrenaline kicked in once more and Celestia began noticing a few things about her surroundings she had been too narrow sighted to see before.

Bodies littered the floor; each one wearing the armor of a royal guard, and each one coated in layers of crimson blood... the same blood that coated her other guards; Her very much alive, very treasonous guards. The stink finally reached the nose of the Princess. The stink of blood, of death, and probably worst of all: the stink of betrayal.

"_Traitors!"_ Celestia screamed, as if the sheer weight of the word would force it to become an untruth. Once more, tears poured from her eyes. Her own guards- her trusted subjects- had turned against her, had slaughtered a virtuous stallion- and great friend of hers, had allowed enemies access to the castle- to her, and even killed their very own brothers-in-arms.

Nervously, Celestia considered her options. She could run, but assuming she actually managed to escape, what would happen to her fellow princess when she returned from her nightly duties? Celestia could not bear the thought of these cretins harming her baby sister; no, running was not an option.

Looking around quickly, only one other plan emerged from her addled brain. _Fight_, it said. No, that was no option either. All of her guards were armed with swords and spears. They could run her through with the greatest of ease. Besides, how could she possibly hope to harm them through their layers of heavy metal armor fighting with nothing but her bare hooves? Sure, many centuries ago it may not have been a problem, but time and peace were now her enemies too; joining the ranks of her guards to diminish her once great powers.

The situation was hopeless, she realized. Too many inside jobs, betrayals and lies were working against her. The Princess hung her head low in defeat.

"Why?" She sobbed. The Captain grinned maniacally as he wound his foreleg back a second time.

"I got a better job offer."


	2. Act 1: Chapter 1

"HA-HA! Do it again! Do it again!" the pink pony begged, giggling uncontrollably. A gray pegasus set down her punch glass and smiled.

"Well, okay Pinkie; only for you." Pinkie Pie felt her heart begin to race as her friend blew on a stray piece of yellow hair, revealing her shining golden eyes. "Here goes..."

Anticipation built in the pink mare as the gray pony's face went blank. Then, suddenly, the golden eyes began to move away from each other, making Pinkie's friend look quite goofy. Once her eyes were as far away from each other as they could possibly go, the pegasus sang in the silliest voice she could muster; "_Ding!"_

Pinkie Pie fell out of her seat. On pure instinct, she grabbed the table cloth for support. Pinkie hit the floor and the items on the table poured onto her, dragged along by the table cloth. Breathing heavily, Ponyville's premiere party pony rose back above the table. "You're a riot Derpy!" she laughed.

"Thanks, Pinkie!" The pegasus said happily. "Nice hat by the way..."

"Huh?" The party pony looked up. Sweetie Belle's birthday cake sat upon her head, the frosting decorating her face and mane a light purple. "Oops." The friends only laughed harder as a festive pink candle dropped off the top of the cake and rolled across the floor. "Look! My mane's falling out!" This sent the duo into another torrent of giggles.

"I guess we have to make a new cake, huh?" Derpy asked once they'd calmed down.

Pinkie shook the baked confectionery from her mane. "Mm-hmm, but first we have to clean up. We can't throw a party if the place looks like this!" She gestured to their surroundings.

All of Sugarcube Corner was coated in layers of baking ingredients; cinnamon dusted the cooking utensils, sugar lie in large piles on the floor, and flour decorated every available surface._This is going to take awhile to clean. We probably should've skipped the flour fight..._ Pinkie thought. _Oh well, it was fun! _

The pair had been baking all morning in preparation for Sweetie Belle's birthday party; cupcakes, cookies, fudge, and Derpy's personal favorite: muffins. The crown jewel was the three-layer birthday cake that now sat on Pinkie's head. It had taken over four hours to mix, bake and decorate, now they would have to start from scratch. It was all right though. After all, it wasn't every day a young filly turned ten years old! Besides, Pinkie Pie _loved_ to bake. In fact, the only thing she loved more than baking was baking with _Derpy Hooves!_

"Say Pinkie Pie, what time does the party start anyway?" Derpy asked, cleaning off the counters with a wet towel.

"Around five, why?" The pink pony replied, gathering up the loose ingredients on the floor.

"I was just wondering if we'd have enough time to make a replacement cake for Sweetie Belle."

"Of course, silly filly! There's a backup cake in the oven!" Derpy looked over to her friend, confusion evident on her face.

"There is?"

Pinkie Pie looked up from the flour castle she was building. "Well, _duh!_ I always make a backup cake for birthdays!" She said proudly, "I have to keep my perfect record for party punctuality!"

"But I don't remember-"

"Details, details..." Pinkie said, waving off the comment. "Look, I've got a beard!" The baker pony sat up, showing off her flour Fu Manchu.

The pegasus gave Pinkie a bemused look before returning to her cleaning. _What was that about?_ Pinkie thought. _Man, some ponies sure can be weird!_

[X] [X] [X] [X] [X] [X] [X]

A cyan pegasus watched the lavender unciorn's eyes close, while the horn protruding from the latter's forehead began to glow brightly. A few hushed moments later, the apple tree before them exploded into a ball of purple flames and smoke. "Woah, Twi!" Rainbow Dash said excitedly. "That was _awesome!_"

Twilight Sparkle gave her friend a very irked look. "It wasn't supposed to explode, Rainbow."

Rainbow Dash cocked her head to the side, confusion evident on her face. "It wasn't?"

"No, it _wasn't._" Twilight said surlily. "I was trying to increase the bloom speed of the apples on this tree." As if to emphasis her failure, the burning tree fell to the ground with a loud crash. "Have you even paid attention to anything I've said today?"

"Uh... yeah?" The pegasus laughed nervously and turned away to hide her blush. In truth, she really _had_ tried to listen to her friend, but the specifics of unicorn magic were nowhere near as captivating as the way the breeze gently blew against Twilight's dark purple mane.

"You know Rainbow, you don't have to be here if you don't want to be."

"No!" Rainbow said, probably a little too quickly. Catching herself, she continued. "I mean, I don't want to miss any more tree explosions."

Twilight stamped her hoof on the ground and released an indignant huff. "Why did you even ask to run this experiment with me if you're not even going to listen to what it's for?"

Oh she just _had_ to ask, didn't she? Thinking fast, Rainbow Dash came up with an excuse so brilliant she should have been named liar of the month. "Because I was bored." she said, nonchalantly striding over to the fallen log. The violet flames danced around to an inaudible tune, slowly eating away at the tree and releasing smoke into the sky. "Really Twi, if it's a choice between flying around bored all day or watching you blow up Applejack's trees, I'll run experiments with you until the cows come home."

"Blowin' up what now?" An orange mare said, walking up behind Twilight. She looked over to Rainbow and the burning tree. "_Lamb Sakes, Twilight!"_ the farmer gasped. "Ah said you could run yer weird experiments on one o' mah trees to make it bloom faster, not blow it up!"

Applejack pushed Rainbow Dash to the side so she could see the fire as Twilight released an angry growl. "I didn't _mean_ to Applejack! I _did_ say it was an experimental spell. I also said that there was no telling for sure exactly what it would do!" It was true, Rainbow Dash could back her up. After all, they'd spent _hours_ going over those stupid 'Experimental Magic Safety Rules' Twilight had made up. Not that Rainbow had really listened to them of course; the breeze had fixed that problem.

The earth pony stared at the flames. "Y'all killed Larry!" She shook her head in disappointment. "But... Ah did say you could try yer spell on it, so Ah guess it's mah fault." She looked up at Twilight. "Ah'm sorry Twilight, Ah don't mean tuh yell... Ah guess Ah've been on edge a bit since..." her voice drifted off, but Rainbow Dash knew where Applejack was going with her apology.

"Aww, that's okay A.J.!" Rainbow said, slapping Applejack on the back with a hoof. "We _all_ miss Granny Smith! I'm sure Twi understands."

"Rainbow!" Twilight reproached the pegasus with a stiff glare.

Rainbow Dash shifted uncomfortably under the harsh gaze. This wasn't exactly the kind of stare she wanted to elicit from the unicorn. "What? What'd I do?"

What had she done wrong? She'd played peacemaker, hadn't she? Helping Applejack with her apology and even assuring her that Twilight meant well; wasn't that a _good_ thing?

"No, it's all right Twilight." Applejack said somberly. "But Ah halfta um... clean the hayloft in the barn. The mice are gettin' a mite troublesome." She cantered off towards the large red building off in the distance.

Once again, Rainbow Dash found Twilight shooting daggers at her. "What?" she said, shying away from her. 

[X] [X] [X] [X] [X] [X] [X]

Applejack trotted off towards her barn, or, as it had become lately; her fortress of solitude. She just wanted to be alone right now. Rainbow Dash- Celestia bless her, she was only trying to help- had opened up all of her feelings from last week's events.

It wasn't like it was any huge surprise or anything, Granny Smith was old. _Very old._ She obviously wouldn't have lasted much longer, even _had_ she survived the heart attack, but Applejack was still just as stunned as she had been on that morning last week. All of her life, Granny Smith had just been _there_, she'd never really given it much thought before.

Sneak home from school early and get caught? Granny Smith would talk Mom and Dad from taking you back. Fall from an apple tree and bump your head? Granny Smith would make it better with a cookie and a hug. Having trouble dealing with ponies? Granny Smith always knew just the right words of advice to say. She couldn't just be _gone_; she was always _there_.

As Applejack made her way down to the barn, a loud, echoing crash tore her from her thoughts. At first she thought it was another of Twilight's failed attempts to magic her trees- she never should have agreed to that- but it had come from the clear opposite direction, the barn.

Breaking into a gallop, Applejack made her way down to the barn and pulled the door open. The sight made her gasp in horror.

The hay loft's support beam had snapped while her brother had been storing apples, and now Big Macintosh lie under a heap of iron tools and hay bales. All Applejack could see were his large hooves sticking out from under the pile. "Somepony get a doctor!" she yelled, rushing to the red pony's side.

Applejack shoved a few tools and a bale of hay over to uncover a bloodied face. "C'mon Big Mac!" She pleaded aloud. "Not you too! Ah can't lose you too!" She cursed herself, she knew that she should've given Rainbow lease to smash this barn down as well, it was too old. But _no_, Big Macintosh had wanted to keep one up for storage until the other one was replaced. Now look at what'd happened!

Three ponies rushed in a few moments later. They saw the pile and then the crying earth pony. "Caramel, go get Nurse Redheart!" Twilight exclaimed. "Quickly!" The sandy yellow pony bolted out of the door and off to town. "Rainbow, Applejack, stand back. I'm going to try to get all of that stuff off of him."

Applejack felt a tug, then found herself being dragged out the door by her cyan friend. "C'mon A.J. You don't want to see any more of this."

A purple glow flowed out of the barn door and soon multiple pieces of equipment that had once sat upon her brother were being flung out of the building with extreme prejudice.

A couple of hours later, Applejack paced back and forth in the hospital emergency room. Twilight, Fluttershy and Rainbow Dash had been with her through for whole wait- Pinkie Pie had shown up earlier to commiserate Applejack before finishing up preparation for Sweetie Belle's birthday party. A party Pinkie Pie seemed less excited about planning now.

The door burst open and a white mare ran into the hospital. Breathing heavily, she approached Applejack. "Oh Applejack!" Rarity exclaimed, throwing her legs around her friend's neck. I just heard the news, I'm so sorry!" Releasing her grip, she continued. "I just got back from Manehatten a few minutes ago, Pinkie Pie told me that Big Macintosh... Will he be all right?"

Applejack studied the ground worriedly. "Ah don't know, Rarity. They ain't said nothin'."

Rarity looked around to see her friends sitting down. "It's good to see you again, girls. I missed you while I was away; I just wish our reunion was under better circumstances."

A few minutes of awkward silence passed before Rainbow Dash said, "He'll be okay A.J. Big Mac's as tough as they come!" The other mares all nodded in mutual agreement.

Applejack hoped that her friends were right, she didn't even want to _think_ about the alternative. _That_ would be hard enough on _her_, but she couldn't imagine the pain it would put their little sister Apple Bloom through. Applejack had even decided to let her live a few more hours of blissful ignorance instead of getting her from school early.

A few more minutes passed before a door opened down the hall and a white pony with a nurse's hat approached the group. "I have great news." Nurse Redheart smiled. "With only a few lacerations and some broken bones- he will need bed rest for a few weeks, mind you- Big Macintosh is going to make a full recovery!"

"Oh, thank Celestia!" Applejack cried, for she had been fearing the worst. With the sight of all that blood staining her brother's coat, the situation hadn't looked all that good for the stallion. The orange mare didn't know what she would have done if she'd lost Big Macintosh and Granny Smith only a week away from each other. Apart from losing her loved ones; Applejack wasn't sure she was ready to handle all of the responsibilities of running Sweet Apple Acres, let alone the task of raising Apple Bloom by herself!

"We're just patching him up now and he'll be ready to go home and get into bed." Nurse Redheart explained. "A few broken ribs won't hold Big Macintosh down for very long though, so I'm sure he'll be up and about soon."

Twilight offered the question on everypony's mind with a curious glance at the doctor. "Exactly how soon is soon, Nurse Redheart?"

The white pony studied her clip board and said, "He should be ready to get back to work around November."

"_November_?" Rainbow Dash spluttered, rising from her seat. "But that's _two months away_!"

"Now now, Ms. Dash," The nurse said patiently. "Certainly you, of all ponies, knows how long it takes for bones to get back into tiptop condition. Big Macintosh is lucky a few broken ribs are the worst of his injuries, from what you girls told me."

"So... he'll be fine 'round November? Like, _completely_ healed?" Applejack questioned once again.

"Good as new." Nurse Redheart confirmed. "Actually, he'll be ready to head on home in a just few minutes."

True to her words, a heavily bandaged Big Macintosh carefully limped down the hospital hallway accompanied by Nurse Tenderheart. After a few agonizing moments, the large red pony stood before them. "Hello." He said, wincing slightly at the pain of speaking. He looked around the room. "Apple Bloom's still at school?" Applejack nodded her answer. "Good, I don't want anypony missin' anything on mah account."

After some thank-yous and goodbye's, Applejack found herself walking home with her older brother in tow. "Are you okay, A.J?" he asked after they got out of Ponyville.

"Yeah... yeah, Ah'm fine." the orange pony answered, looking down at the ground.

Big Macintosh stopped walking and pulled her eyes up to meet his. "Hey. Ah know this whole ordeal scared you, but Ah'll be okay."

Applejack's eyes narrowed at the statement. "That's not all you wanted tah say, is it?" The red pony nodded.

"What happened today Applejack..." he said carefully. "It made meh realize that Ah won't be around forever. In fact A.J., I could up'n leave at any time. You need tuh be ready fer that, just in case."

"You're not goin' anywhere anytime soon, Big Mac. Don't you dare talk lahk that!"

"Accidents happen, sis. If need be, you have to be ready to run the farm, to raise Apple Bloom, to take care o' yerself."

Applejack had just opened her mouth to give Big Macintosh a piece of her mind when another voice broke through the silence. "Big Mac! Applejack!" A small yellow filly ran up behind them, the red ribbon tied into her mane waving in the breeze. She reached her siblings and took a long look at the larger of the two. "What happened to you, Big Mac?"

"Nothin' worth worrin' 'bout Apple Bloom." The eldest pony said. Apple Bloom furrowed her brow and studied her brother for a long moment.

"Are you sure?"

"Eeyup. Now you two'd better hurry on up if'n yer gonna get tah that party." Applejack recoiled and shot Big Mac a glare.

"What? Big Mac, y'all can't be serious!" What was going through this pony's mind? He could barely walk straight and he wanted the only two family members he had left to leave him on his own?

"You heard me, sis. Ah'll be okay, Ah can take care o' mahself jus' fine."

The young filly looked from her brother to her sister, confusion evident on her face. "What's goin' on here?"

Applejack tore her eyes off her brother and turned back towards town. "Nothin'," she growled. "Let's get on down to Sugarcube Corner, Apple Bloom."

Applejack watched her sister run with her friends around the room, giggling and excitedly taking turns tackling each other to the ground. "Y'all be careful!" She shouted over the music. "Y'all could hurt somepony!" Like most young children, the Cutie Mark Crusaders completely ignored her and continued sliding under the tables in their game of tag.

"Aw, lighten up Applejack! It's a party! Let 'em have some fun!" Pinkie Pie cheered next to her.

"Ah know, but Ah don't wanna see anypony else get hurt today."

The pink pony studied her friend carefully. "I know silly!" she said. "But you can't hover over Apple Bloom like that, she wont like it!"

Applejack turned and studied her excitable friend, she hadn't been expecting something so deep from Pinkie Pie of all ponies. Before she could answer though, the pink mare took off to start a game of limbo with the other partygoers.

Shaking her head, the farmer made her way across the dance floor and out the door. The night air felt cool and damp against her fur. Sitting down just outside the door, Applejack looked up at the moon and sighed. _A little bit o' party goes a long way._ She thought. It was nice to once again be outside, if only for some fresh air.

Something about the night always made her feel peaceful; calm, serene even. However, tonight it was different. Applejack got a strong sense of foreboding as she looked up at the large white moon. The feeling didn't last very long though, because behind her, a ruckus could be heard inside the bakery. The door opened violently and Rarity tripped over Applejack as she stomped outside.

Shaking herself, the white mare stood back up and glanced back to see what she'd tripped over. "Oh," she said, noticing the other pony. "My apologies Applejack, I didn't see you there."

"S'okay Rarity, I shouldn'tah sat in front o' the door like that." Applejack watched as Rarity dusted herself off and took a seat beside her, mumbling about the nerve of some ponies. "What happened?"

Rarity scowled, as if remembering something unpleasant. "Caramel asked me out."

_Is that all?_ Applejack wondered. _I wish that was the least of MY worries!_ Letting out an exasperated sigh, the orange pony voiced her opinion. "What's wrong with that? He's been sweet on yah fer ages."

Rarity shook her head. "You wouldn't understand Applejack."

"Try me."

"Well..." The white pony began, starting to pace across the walkway. "I can't date _Caramel_, he's... he's... well frankly, he's a _boor_. I need somepony that's _refined_, somepony who has _class_. Caramel... well, he isn't either of those."

"How do you know that? Caramel's nice enough, forgetful at times, but he means well."

"He may mean well Applejack, but love is more than _meaning well_. A stallion has to have _class_, he needs to be able to provide for his mare." This didn't sound anything like the Rarity that Applejack knew. Was she saying that she wouldn't give Caramel a chance because he didn't have any _money?_ Deciding she didn't like the way the conversation was going, the orange pony turned around to go back inside.

"Y'know Rarity, money ain't the same as class." she said as she opened the door. Just as she was about to step forward back into the bakery, a chilling voice forced her to stop.

"Hold, fair Applejack." The cowpony knew that voice. What would she be doing here? A quick glance behind herself confirmed Applejack's fears. A dark blue alicorn stood before her, flanked by her ever present guard.

"Princess Luna?" The princess nodded and stepped into the moonlight.

"I must speak with you and your friends." she said quickly. "'Tis an emergency."


	3. Act 1: Chapter 2

Twilight Sparkle walked quickly beside her teacher's sister. The only pony whom walked near the duo was the large white stallion who'd arrived with Luna. Twilight's friends trailed behind them at varying distances. Luna led them to the town park and into the privacy of the woods where owls hooted in the darkness and squirrels scampered amongst the leaves. "Princess Celestia's been_kidnapped?_" The unicorn still couldn't process the words the Princess of the Night had said upon gathering them. "I don't understand... Who would _do_ such a thing?"

Luna paused for a moment and waited for the others to gather around. After an anxious Fluttershy had made her way through the bushes, the princess began to speak. "I believe my sister once told you the about Discord."

"Yeah, we kicked his butt like a month ago." Rainbow Dash interrupted. "Why? Is he back?" Twilight knocked her hoof off of the pegasus's foreleg. "_Ow!_ What was that for?" she cried indignantly.

"Don't interrupt her, Rainbow!" Twilight whispered hastily. To Luna she then said; "Yes she did Princess, why do you ask?"

The ruler of Equestria looked uncomfortable with so much attention focused on her, but she continued nonetheless. "Unlike my sister, I am not very good at explaining things." she began. "But I do not believe she told you the full story. You see, long ago, Discord had a master. An evil King named Eclipse who ruled Equestria with an iron hoof."

"Wait... _what?_" A confused Applejack questioned. "Ah ain't never heard o' no _Eclipse_."

The Princess shifted uneasily. "'Tis not common knowledge, Applejack. In fact, this is one detail we purposefully left out of the history books."

"Why is that?" Twilight asked. She didn't understand why her teacher would do such a thing. History was filled with cruel ponies who'd risen to power and then subsequently toppled from their thrones. Why should this Eclipse guy be any different?

"We have our reasons..." Luna said evasively. "Suffice to say he was one facet of history that was better off forgotten." She straightened and continued her story. "Long ago, Eclipse sat upon Equestria's throne and ruled over everypony with a cruel authority. He lead his citizens to crush other countries and claim them for his own with an army of incredible power and overwhelming might."

"Just what made this army so powerful, huh?" Rainbow again cut in. Twilight resisted the urge to kick her again. _Rainbow Dash will be Rainbow Dash..._ she thought irritatedly.

Luna thought for a moment before giving her answer in a carefully monitored tone. "If you didn't want to be a slave, you had to serve in his army."

"_Slaves?"_ Rarity exclaimed. "How ghastly!"

"Indeed, Rarity. Eclipse had slaves that were forced to serve under his indiscriminate whip. They built statues of him; monuments to his power. The very castle my sister and I live at in Canterlot was built from their suffering." Twilight gasped. She'd lived in that castle for years whilst Celestia had taught her. How many of these slaves had been forced to build the rooms she'd so carelessly traipsed around in?

"What happened Luna? Did Discord take over?" This time, it was Pinkie Pie's turn to interject.

"No," she answered. "My sister and I defeated them eons ago when we discovered the Elements of Harmony. But I believe Eclipse has returned to seek vengeance."

"Why do you think that?" Twilight asked.

"When I returned from my flight this morning I found many of our sentinels slain; including Celestia's personal guard, Swiftblade." The large pegasus snorted beside Luna. "Swiftblade was also the younger brother of my own guard, Cutlass." she added sadly. "My sister herself was nowhere to be found. At first, I believed that it may have been an attack by some foreign nation, until it was brought to my attention that Eclipse's cell was empty."

Rainbow Dash pricked up. "You think he broke out?"

"I believe that Discord utilized his own escape to release Eclipse from his prison under the palace labyrinth. From what you told us, he spent an awful long time around that area."

"So... what would you have us do?" Twilight questioned. This whole situation was getting harder and harder to accept, but she wanted to know where this discussion was leading.

"I must rule in Celestia's stead while she is missing. I need you to search for my sister and investigate any leads you may come across concerning Eclipse's escape. If he is behind this, he must be stopped." Luna said grimly.

"W-w-what?" Fluttershy cried, hiding herself behind her mane. "No-no-no, we can't do that!"

"Oh, quit being a fraidy-filly, Fluttershy!" Rainbow Dash exclaimed. "Of course we will, Princess!" Twilight had to hand it to Rainbow. It seemed that no matter the situation, the pegasus was always ready to go adventuring.

"No." Applejack argued. "Fluttershy's got a point. Some o' us've got _responsibilities_. We can't just _abandon_ them!"

"But if Luna's right, this may be the biggest _responsibility_ ever!" Rainbow Dash groaned.

"What about Big Macintosh, huh? Whose gonna take care o' him if Ah leave? Apple Bloom can't, she's just a filly!"

"Big Macintosh can take care of himself just fine, A.J.! You know that!"

"No, he can't! He needs somepony to help him; he's in no state to be on his own!"

"Quiet! Both of you!" Rarity exclaimed. "All of this arguing is not going to solve anything!" Turning to face the orange pony, Rarity's voice changed to a soft, comforting tone. "Now Applejack, you know Big Macintosh can take care of himself. Whatever he can't do on his own, I'm sure somepony in town will be more than happy to help him. We cannot simply ignore a job like this, I'm sure even you don't want to." The orange pony paused, and then nodded sullenly.

"Okay..."

"Do you have any idea where we should begin, Princess?" Twilight asked, breaking the silence.

The alicorn nodded. "You should begin your search in Hoofington. Captain Lionheart is leading the investigation there." She looked over to her guard. "I would have you take Cutlass along for protection."

The white pegasus jerked back suddenly, his eyes wide. "What?" He said in a gruff, throaty voice. "Your highness, I cannot simply leave you!"

"Aw, It's okay Princess. We can handle ourselves." Rainbow interjected, standing on her hind legs and lashing out at invisible foes with her forehooves. "We kicked Discord's butt easily, we don't no stinkin' _babysitter!_" A murmur of general agreement emanated from the majority of those present.

The Ruler of the Night shook her head in exasperation. "Eclipse is not like Discord my little ponies, he does not play games. If he discovers you, he will kill you without hesitation." Luna's words echoed ominously in the night, sinking deep under Twilight's skin. This was the first time in her life she'd actually thought about the possibility of getting killed.

"Luna if I leave, there will be nopony to protect _you_." the stallion insisted. "My duties are clear-"

"Your duty is what I tell you it is, Cutlass." she answered sternly. "You will travel with them; I have many more guards who can protect me."

"Then have one of _them_ go!" Cutlass roared, stamping a hoof on the ground.

"No." she said, placing a hoof on his shoulder. "They must travel as light as possible. You are my best, Cutlass; my most trusted companion. I know you will not fail me."

Twilight watched the large stallion's face fall, obviously realizing that his boss was serious on this matter. "Luna, I cannot advise this-" he tried.

"Yet you will do as your Princess commands."

The stallion lowered his head in defeat, breathing a heavy sigh, "Yes, my liege."

Luna turned to face Twilight and her friends. "I must return to my duties at the castle, but do not hesitate to contact me if need be." With one last look of reassurance she spread her wings and took off, flying quickly into the night sky.

The Princess's sudden departure frustrated Twilight a bit; she was hoping she could talk to Luna afterwards. Princess Celestia had never hidden information from her, but it was all too obvious from the way she'd acted earlier that there was something the Ruler of the Night was not telling her subjects.

"You ever get the feeling you were being intentionally left in the dark?" Rainbow Dash gave voice to Twilight's very thoughts. Despite the situation, the six friends giggled at her quip. 

[X] [X] [X] [X] [X] [X] [X]

After Luna left, the seven ponies stood around in the dark, not saying much. Pinkie Pie just wanted to go home, back to Sugarcube Corner and forget about this big mess that had just been dumped into their laps. It wasn't fair that they had to fix everything that went wrong in Equestria.

She knew it was selfish, but this wasn't like the Discord situation, or even Nightmare Moon. Ponies had been _killed_; And not just _any_ ponies either, but Celestia's _elite guards_. How could they possibly hope to defeat anything like that- even with Luna's guard, Cutlass?

"Well... now what?" Rainbow Dash asked, looking around the group. Soaring up into the sky, she pulled a loopty-loop and hovered over them. "Should we go now? I'm game!"

Twilight shook her head. "Not right now. It would be foolish to just take off for Hoffington in the middle of the night with no supplies." she said. "Besides," she added with a look over to Applejack. "Some of us have to talk to some ponies before we leave." There were some murmurs of agreement amongst the friends. "What do you think, Cutlass?"

The large pegasus glowered at the ground. After a few moments, he released a growling answer. "I think we're wasting time. We should have left by now." He looked up and studied his new charges. "But you are not soldiers. Hoofington is at least a day's run away. We should leave in the morning; when you are rested and prepared." Without waiting for a response, the large pony began walking back to town.

"Wow, somepony's cranky." Pinkie Pie said. She never understood why ponies could get so upset over everything when there was so much that they could be happy about. They were going on an _adventure_, they were all _together_, it was Sweetie Belle's _birthday_. Why did everypony always focus on the negatives? Oh right, there was that whole getting killed part... But still, Cutlass was being a meanie...

"Oh, I don't think he _means_ to be rude, Pinkie." Fluttershy said quietly. "I'm sure he's just upset because he'd rather be helping Princess Luna."

"Well," Applejack grunted. "Upset or not, he's got a point. We should all git home 'n git some rest." With Applejack leading the pack, the six friends walked out of the park and back through the dark town, splintering off along the way.

Pinkie Pie stumbled glumly back into Sugarcube Corner, the party still in full swing. Looking around, her eyes instinctively picked out her favorite gray pegasus against the crowd of dancing ponies. All at once, a torrent of emotions threatened to take over her, some of them- like the anxiety of possibly never seeing her again- were new. Most of them though, were more of the same.

The pink mare couldn't really figure out exactly _when_ she'd started to have feelings for Derpy Hooves. It hardly mattered, really. The fact that she felt them _now_ is what took precedence. Pinkie thought about her new duty, a dangerous mission to find Princess Celestia and an evil stallion named Eclipse. There was no guarantee that she was going to be coming back, was there? Even_Luna_ had expressed fear of _that_.

Pinkie Pie watched Applejack and Rarity gather up their younger sisters from their game of tag. The young fillies began whining in protest, but stopped once they noticed the looks on the faces of the elder ponies. Once they'd said goodbye, Pinkie's friends left Sugarcube Corner for home, presumably to inform their families of their new situation.

Pinkie Pie knew that she was supposed to get some rest for tomorrow, but there was no way she could go to sleep with the raucous ponies partying it up downstairs. After a few moments of serious contemplation, she decided she would let the party die at its own pace. There were so many ponies in the building having a good time that it seemed selfish to just tell them all to leave. Besides, what would she tell them?

It didn't seem like anypony had even noticed the birthday filly's absence. Derpy hopped around the dance floor, excitedly showing off her moves to those cheering around her. She seemed so happy, so unaware. Did she know that Pinkie Pie really liked her? More importantly; should Pinkie tell Derpy before she left town? Breathing out a heavy sigh, the party pony sat down by the pastry counter.

If she was going to tell Derpy how she felt, she didn't have very long to do so. After all, the group had decided to depart for Hoofington first thing in the morning. Yet even with this motivation, Pinkie Pie felt her heart race ever faster at the thought of saying anything to the pegasus.

The two ponies were good friends- they had been since Pinkie had first moved to Ponyville- but how would Derpy react if Pinkie suddenly told her about her feelings? The last thing the pink mare wanted was rejection weighing her down on her journey. What if she didn't come back though? Pinkie Pie had never been one for such pessimism, but the thought of never knowing if her feelings were returned was just as painful as that of being spurned.

Pinkie Pie leaned against the counter with her head in her hooves. _What's a pony to do?_ she thought dejectedly. 

[X] [X] [X] [X] [X] [X] [X]

The shutting of the front door awakened Big Macintosh from his sleep. _A.J. must be home with Apple Bloom,_ he thought. The sound of tiny hooves jumping up the stairs moments later confirmed his theory.

"Whadda ya mean ya halfta leave tomorrow?" Apple Bloom's voice echoed outside of Big Mac's door.

"Shh, Apple Bloom!" came the voice of his other sister. "Do y'all wanna wake up Big Macintosh?"

"But-" The filly's voice was cut short by Applejack's reply.

"Ah told y'all, Ah'll explain in the mornin'! Now git tah bed, Apple Bloom!" The frustration in Applejack's tone startled Big Mac. The orange mare was rarely so upset as to growl at Apple Bloom. _Somethin' must be wrong with her..._

Big Macintosh wondered if their talk earlier was still bothering Applejack; and what was all this about her leaving? _Ah, it can wait 'till mornin'..._ There was no point in talking to Applejack right now if she'd decided to wait to discuss whatever it was that was bothering her.

Hoofbeats continued down the hallway and into separate rooms. A few minutes later, muffled crashes began echoing from the room furthest from him. Tossing his head back onto his pillow, Big Macintosh released a sigh of exasperation. He really _was_ going to have to get up, wasn't he? With a groan of pain, the red pony heaved himself up on his bed. Setting a hoof onto the ground sent a shot of pain flashing up his foreleg and straight into his broken ribs. Grunting, he brought the rest of himself off of the bed and onto his hooves.

The hard part complete, Big Macintosh made his way to the door and pushed it open with a hoof. Only one lamp remained burning in the house, casting a glow from Applejack's room and down the hallway. A silhouette danced in the doorway repeating a pattern every few moments; lifting up objects at random, only to growl and toss them aside.

While limping across the hall, Big Macintosh noticed something new about his sister's room; it was a mess. _Somethin's_ definitely _wrong_. he thought. Applejack's room was always spotless; she cleaned it every morning before breakfast. Big Mac sat down in the doorway and tried to think of something to say to his distressed sister.

Applejack lifted a coil of rope off of her bureau and studied it for a moment. Growling once more, the mare threw it across the room where it unraveled and added to the pile of junk accumulating on her bed. Moving to lift something else, Applejack jumped at the sudden sound of Big Macintosh's voice.

"Y'know, that rope ain't no good, Sis. Too frayed. It wont last long if'n ya wind up needin' it."

Spinning around, Applejack's face was a crazy combination of confusion, fear and anger. "Big Mac!" Her eyes narrowed dangerously as she approached the red pony. "Shouldn't y'all be in bed?"

"Shouldn't you?" The question seemed to stun Applejack. She plopped down on the floor and sighed deeply. "Now what's this Ah heard 'bout yeh leavin' A.J.?"

Applejack turned away from her brother, but Big Mac managed to catch a glimpse of the grimace she was hiding. She strode quickly to her closet and began rummaging around in it, as if looking for something.

"A.J., Ah kin only help if yeh tell meh what's goin' on!" Big Mac groaned. He _really_ didn't want to play this game all night. "So please, what's eatin' yeh?"

The orange pony paused. Still staring intently into the closet, she broke the news. "Celestia's missin', Big Mac. Princess Luna wants mah help."

Taken aback, Big Macintosh shook his head. She hadn't really said what he thought she'd said, right? The very idea that the Sun Princess could go missing was unthinkable to him. "Come again?"

"Ah'm leavin' with mah friends tomorrow mornin' to find Princess Celestia, Big Mac." Applejack said softly.

Moving slowly across the room, Big Macintosh sat down next to his sister. He wrapped a foreleg around Applejack. "But that's not what's botherin' yah, is it?"

"No, that's not it..." she said after a few moments. "If Ah leave, what'll happen here? Yer all laid up an' Nurse Redheart don't want you movin' 'round too much."

Big Mac felt the corner of his lip raise at her words. As much as his sister may love him, she seemed to have forgotten that he was more than capable of taking care of himself. "Ah kin make do." he said reassuringly.

"Yeah, by gettin' up against Nurse's orders 'n gettin' yerself hurt again!"

"Ah'll be fine, A.J. Ah ain't gotten up all day. No need to. Besides, if Ah do need somethin', Apple Bloom'll be here."

The orange mare just shook her head in exasperation. "Big Mac, yer outta bed right now."

He had to admit Applejack had a good point. But Big Macintosh was never one to hold somepony back. The way Applejack was speaking, she really wanted to go on this trip. _Who wouldn't_. Big Mac thought. _Celestia's been so kind to all of us ponyfolk, it's time to return the kindness._ Besides, he reasoned, Applejack acted confident, but she wasn't entirely sure of herself. He had seen it in her eyes during their earlier discussion. Perhaps finding Celestia would help her realize just how important it was for her to learn that she was more than ready to run things herself, just in case- somehow- Big Mac bit the big one before he was ready to.

"Eeyup." He finally said, releasing his sister. "But Ah can't spend all day in that durned room." Applejack's eye's glared at him as he made his way to the exit. Pausing for a moment in the doorway, he said the only thing he could think of. "Applejack; a pony's gotta do what a pony's gotta do."

Without waiting for an answer, he walked out. "The good rope's in the shed." 

[X] [X] [X] [X] [X] [X] [X]

A pink mare stood by a door and watched her guests file out of the bakery. One by one the amount of ponies in the building dwindled until only a few remained: drinking punch by the table or dancing to the last of Vinyl Scratch's songs. The mare saw a gray figure nearing the door and steeled herself for what she was about to do. _Come on, Pinkie Pie!_ she thought determinedly. _It's only a few itsy-bitsy words. If you don't say them now, you might never get to! _

Pinkie Pie reached out a foreleg and stopped Derpy Hooves as she was stepping outside.

"Hmm?" the gray pony laughed. "Hey Pinkie Pie, great party! As usual." The pegasus studied her friend, whom hadn't dropped her hoof. "What's up?"

Realizing she'd frozen, Pinkie Pie ripped her hoof off of Derpy. Struggling to look her in the eyes, the pink mare racked her brain for words. "Uh... You wanna go for a walk, Derpy? I kinda need some fresh air." _Yes!_ the perfect plan; Pinkie Pie would admit her feelings far away from the piercing eyes of the remaining partygoers. With the big moon and all the stars up in the sky, it was going to be awesome!

Derpy raised an eyebrow. "Uh, Pinkie? It's like, ten o'clock at night!"

_Oh no!_ Pinkie Pie panicked. _I never thought about the fact that she might not wanna go!_ The mare literally felt her face drop. She had finally gotten the nerve to tell Derpy her feelings, but now it was too late.

With confusion evident on her face, the pegasus continued slowly. "But... Uh, I'd love a walk."

_Yes!_

Pinkie led her friend around town, searching frantically for the perfect place to launch her plan. _Not the park..._ Pinkie thought. _I can't go there again!_ The thought of confessing her love in the same place her friends had been commissioned for their mission disturbed Pinkie Pie to no end. _Ooh! I know!_

With the perfect idea in mind, Pinkie tore through town with a confused Derpy Hooves in tow. The pair continued out of Ponyville and into the large fields beyond. Pinkie looked behind herself to make sure Derpy was still following her before breaking off the road and into the meadow. After a few more moments of furious examination, Pinkie led her friend to the top of a large hill that overlooked all of Ponyville.

Pinkie Pie surveyed the landscape. The clear night sky shone with millions of beautiful stars. The few lanterns that remained burning in Ponyville blended with the fireflies that danced under the light of the large moon that hung over the town. Pinkie nodded in satisfaction. _Perfect!_

Derpy trotted up beside the pink mare and took a seat. "Pinkie... Pie..." She said between large gasps of air. "What are... we doing... way... out here?" Pinkie aimed a hoof out at the picturesque scene before them, smiling proudly. "Oh... _wow!_" The pegasus seemed genuinely enthralled with the view, but turned to face Pinkie Pie after a few moments. "So why exactly are we way out here?"

Pinkie opened her mouth to speak, but her mind drew a blank. "Uh..." She'd spent so much time searching around for the perfect place that she'd forgotten to plan her words. Pinkie felt her face growing hot and thanked Luna for the darkness; at least Derpy wouldn't notice her blush. Fighting to make her hooves stop dancing on the dirt, Pinkie Pie decided to start from the top.

"You know how Princess Luna asked to talk to some ponies today, right?" Derpy nodded. "Well, it turns out that there's something that she wants us to help her with..." Pinkie Pie launched into the story, telling Derpy Hooves all about the job she and her friends would be doing soon. She talked about Celestia's absence and the evil stallion Eclipse, about Hoofington and Luna's guard, even explaining in extravagant detail all the little fears and feelings she had that she might not be coming back. Throughout the story, Derpy remained a respectful audience, gasping at all the right times and even reaching a hoof forward to comfort Pinkie towards the end.

"It's okay Pinkie, I'm sure you'll all come back; you have to." Derpy whispered comfortingly.

Pinkie picked her head up and looked at her friend. She still didn't really know what to say, but she had to try something. After all, she'd come this far; quitting now wasn't really an option. "I know, but just in case I don't, there's something I've been meaning to say. I was too scared to say it before, but now I'm not."

Derpy raised an eyebrow. "What is it, Pinkie?"

"Well..." she said. Her last few words were a borderline lie. Butterflies danced around in her stomach like they were guests at a heavy metal concert. "I really can't shake off this bad feeling, and I was worried this might be my last chance to get it off my chest. I just wanted to make sure that I said it before it was too late." Pinkie watched Derpy nod slowly. Taking a deep breath, she continued. "Derpy, we've been friends for a long time right?"

"Mmm-hmm, ever since I crashed into the Cakes' mailbox." Derpy's comment on the farcical way they had met caused the pair to giggle despite Pinkie's anxiety.

"Well... I..." Pinkie Pie frowned. Here she was, prepared to say what was on her mind, but she still couldn't find the words. The pink mare growled to herself and stared at the ground, racking her brain for the right phrase. _Derpy Hooves, I love you!_ Pinkie tried. _No, that's too... too... _Pinkie cursed her vocabulary, Twilight would know the word she was looking for...

"Hey, Pinks." The unexpected interruption of thought caused Pinkie Pie to look up at her friend. The abrupt exposure to Derpy's golden eyes- shining in the starlight- caused her to lose what little progress she'd made. Pinkie lost her battle and felt her hooves dancing again.

All of a sudden, Pinkie Pie felt a pressure against her lips. _What is going... wait,_ she thought. _Is... is this really happening?_

A stunned Pinkie finally regained control of herself and kissed Derpy back.

_Yes!_

After a few short moments, the pair broke their kiss and Pinkie looked up meekly at Derpy. _Did... did that just happen?_

The gray pony shifted uncomfortably in the moonlight. "I love you." she said. "I've had a crush on you ever since we met. I just wanted to tell you before you left."

Pinkie Pie felt her heart soar in her chest. Forget Celestia! Forget that big meanie Eclipse and their stupid mission; Derpy Hooves had just told Pinkie she loved her! Giggling softly, Pinkie replied, "I love you too." 

[X] [X] [X] [X] [X] [X] [X]

The sun floated slightly over the distant mountains, casting the world in a fiery orange glow. A few birds called as they soared high above the sleeping town. Only two figures moved; the lavender unicorn that stood before the Ponyville town entrance sign, pacing constantly from once side of the road to the other, and the baby dragon that lay sleeping on the fence marking the town line.

A single blue dot suddenly appeared in the orange sky. It floated closer and closer to the unicorn at a steady pace. Rainbow Dash circled overhead for a few moments before landing softly in the grass by the dragon. "Hey Twilight!" she yawned. "You ready to go?"

The unicorn nodded, emulating the other pony's yawn. Rainbow released a small smile at the sight. _Now that's what I call 'cute!'_ Annoyed by herself, the pegasus shook her head. She was all too familiar with the final destination of _that_ train of thought, and the last thing she needed was to get all mushy before they left on a dangerous adventure.

"Did you see anypony else while you were flying?" Twilight asked once she'd finished.

Rainbow Dash trotted over to the road and took a seat by the sign. "Uh-huh. A.J.'s walking down her road right now, Rarity was just leaving when I passed by, and Pinkie Pie's on her way with somepony else."

"What about Fluttershy and Cutlass?"

Rainbow Dash shrugged. "Fluttershy's probably feeding her animals and I don't even know where Cutlass went last night."

"I'm right here." The same gruff voice they'd heard the night before spoke behind her. Rainbow Dash just about jumped out of her skin. Spinning around, she found Cutlass directly behind her, stretching his large wings.

Dash took the opportunity to get a good look at the stallion, she hadn't been able to see him too well before. He was pure white and rather large, with a sharp indigo mane. A long smooth scar decorated his countenance, making its way across one of his deep blue eyes. His golden armor shone in the light of the sunrise, casting a shadow on his sword.

"Ah, good morning Sir Cutlass. Did you have a pleasant sleep?" Twilight said genially.

"I've slept in worse places," the stallion answered, cracking his back. "But I think the owners of the inn should check their beds more often; My back is feeling the brunt of their neglect."

Bored by the conversation, Rainbow Dash turned back around to face the street. Another pony was making their way down the road towards them. As the pony drew closer, Rainbow recognized the pony as her friend Rarity. She had a few saddlebags on her back along with something else strapped to her side, something long and brown. _No way!_ the cyan pony thought. _Is that... no!_

Deciding she had to investigate, Rainbow Dash trotted up to Rarity. Even in close proximity, Dash had trouble believing what her friend was carrying. Shaking her head in disbelief, she began walking next to the unicorn.

"Rarity... Is that a _sword?_" Dash asked.

Rarity looked over to Rainbow and smirked. "Good morning to you too, Rainbow."

"Yeah, yeah. Good morning Rarity." Dash said impatiently, tossing pleasantries aside. "Why do _you_ have a _sword_?"

Rarity paused for a moment, the expression on her face was one of pique. "First of all Rainbow, it is called a _rapier_. Furthermore, _you_ are carrying a _dagger_ on your foreleg and _you're_asking _me_ why _I've_ got a weapon?"

"Well, yeah!" Rainbow answered incredulously, raising her hooves in the air. Laughing, she continued. "I mean, at least _I_ know how to use mine!"

If slow burns gave off needle rays, Rainbow Dash would've had two small holes where her eyes used to be. Rarity's glare made the pegasus uncomfortable to say the least. "I'll have you know Rainbow, I am quite good with a sword. Would you like me to show you?"

Deciding she didn't like where this discussion was heading, Rainbow backed off. "Uh... No thanks, Rarity." She didn't honestly believe that such a ritzy pony would even know the difference between a sword and a dagger- let alone how to use either- but that didn't mean she wanted to put her theory to the test. Besides, Rarity was her friend and the comments she was making_were_ kinda rude. Dash apologized and went to go sit down by the sign again.

The next to arrive was Applejack, carrying saddlebags rounded with supplies. In addition to her hat, a long length of rope was coiled around her neck like a necklace. She took a seat by the sign alongside Rainbow Dash and breathed a long, tired sigh. "Mornin' R.D."

"Morning A.J." The two chatted quietly about nothing in particular for a few minutes while waiting for the rest of their friends to arrive.

Spike woke up and yawned. The young drake sat on the fence for a moment before jumping. Quickly, he made his way back to his backpack. Rainbow watched him pull a bottle full of blueish-gray liquid out of his backpack. The dragon shook the vial and studied the contents as they swished around inside. With a nod, he proceeded to hand it to Twilight with a few words.

"What do you think that is?" Rainbow asked the orange mare.

"I dunno, looks like some kinda potion or somethin'."

"What do you think it does?"

"Why're y'all askin' _me_? I don't know the first thing about magic."

The sound of heavy wing-beats tore Rainbow from her conversation. Looking down the street to search for the source of the noise, she noticed a large dust cloud ripping through the streets toward the group. _What the..._ Rainbow's confusion dissipated once she noticed what was causing the disturbance. Next to her, Applejack released a low, irritated growl.

An orange filly stood on top of a scooter, her wings propelling her to high speeds. A large red wagon was attached to the back of her vehicle, in which two other fillies sat amongst a pile of assorted objects. All three of the young ponies wore red and gold capes that flapped wildly in the wind.

The fillies sped toward their elder counterparts and halted upon reaching them. They got off their transport and began high-hoofing each other excitedly. Their riotous laughter came to an abrupt end when Applejack stormed over to them. "Apple Bloom!" she hollered. The yellow filly shrunk down low to the ground and looked up at her sister. "What are y'all doin here?"

Rarity walked over next to Applejack and glared at the unicorn filly. "And you too, Sweetie Belle, you should be asleep this time of day!" The two fillies in question shared an awkward groan.

Without skipping a beat, the pegasus filly jumped around the larger ponies and bounded excitedly towards the cyan mare. "We're ready to go, Rainbow Dash!" she cried, hopping about.

Scootaloo's shrieks earned Rainbow some very vexed expressions from the elder sisters of the other two fillies. Feeling seriously put on the spot, Dash offered a shrug. "What?" she defended. "I never said she could come with us!"

"What were y'all thinkin'?" Applejack sighed.

Scootaloo stopped jumping about, and looked excitedly at the older ponies. "Action!" she said, swiping at imaginary foes.

The other two fillies crawled beneath their sisters. Apple Bloom stuck her head out from underneath Applejack. "Adventure!"

Sweetie Belle revealed her own head from underneath Rarity. "And, um..." She thought hard for a moment. "Excitement!"

The three fillies gathered between the larger ponies and jumped into the air together. "_Cutie Mark Crusaders Adventurers!_"

Rainbow stared blankly at the crusaders and tried to force a chuckle back down. The urge to laugh only grew with the redness on Applejack's face. "Apple Bloom, y'all better march back home this instant! Yer not comin' with us!"

"But-" the filly cried in protest, but was cut off by her elder sister.

"Ah said git home!"

Sweetie Belle spoke up next to her friend. "But Applejack, we want to help!"

Rarity looked over to Sweetie Belle. "Sweetie Belle, you are not coming either. I want you to go straight home!"

"Um... can I help?" A quiet voice said. Rainbow Dash stepped to the side and made room for a small yellow pegasus with a long pink mane.

Fluttershy walked up to the group of fillies and couched down to their levels. "Now girls, why would you want to come on a big, dangerous adventure?"

"You guys're gonna go _all the way to Hoofington!_" Apple Bloom spoke up. "An' who knows where from there! If we go with you there's no way we wont get our cutie marks!"

"That, and the action!" Scootaloo said.

Fluttershy thought for a moment. "Well girls, you _know_ you can't come with us..."

"But-" the orange filly protested. Fluttershy held up a hoof and silenced her.

"But you can stay here and keep an eye on Ponyville while we're gone." she compromised. "I'm sure there are plenty of ponies around town who could use some help!"

The fillies mulled it over, then Apple Bloom spoke up. "Hey, yeah! We could be... Cutie Mark Crusader Ponyville Protecters!" The young ponies cheered at the idea, excitedly sharing plans for their next mission.

"How do you do that?" Rainbow Dash asked her fellow pegasus as she walked back over to the older ponies.

"I don't know..." the timid pony responded. "I guess it's a gift?" Rainbow Dash let a smile creep onto her face.

Pinkie Pie laughed loudly as she walked down the road towards the group with another pony at her side. Rainbow felt her jaw drop upon seeing her. _This morning just gets more and more surprising._ she thought, taking off to greet the new arrivals.

"No way!" Rainbow Dash cried, landing next to Pinkie. "Did you finally do it, Pinkie?"

The other mares nodded ecstatically. "Uh-huh!" Pinkie cheered. "Last night! I was afraid it would be my last chance..."

"Huh?" Dash responded. "Why would you think that?"

Derpy's smile faded a little. "Well, she has this feeling that she'll... that she'll..."

Rainbow Dash was concerned now; she never knew that her exuberant friend could be so pessimistic. "What?" she said, shocked by her friend's words. "Do you really think that'll happen, Pinkie?"

"It's just a feeling." She said.

"Yeah, but so are the rest of your Pinkie Senses!" Derpy cried. "I still say you shouldn't go."

"I have to."

Although she felt a little awkward over her friends' choice of subject matter, Rainbow felt compelled to alleviate some stress "Yeah, don't worry Derpy." she said. "I'll make sure Pinkie Pie gets home safely!

Rainbow's words seemed to comfort the gray pony somewhat, as she nodded in thanks. They neared the rest of the group, the random chatter of those present seemed to fill the air completely.

After some good-bye's and some be carefuls, the travelers all stood together before the town line. Cutlass paced before them, his armor now glowing in the sunlight.

"Alright, Hoofington is around a day's run away. It's going to take a while to get there so I don't want to be hearing, 'Are we there yet?' the whole way. We're going to find Captain Lionheart, find out what he knows, and go from there. Any questions?"

"Yeah!" Rainbow jeered. "'_Are we there yet?'_ How old do you think we are?"

The Guardpony stared at her dryly. "Any _other_ questions?"

With no response, he turned around and started at a fast trot. "Let's go!" A few sideways glances later and the rest of the group was right behind him.

Onward they charged into the unknown, unto the most dangerous and important mission they'd ever faced. Rainbow Dash didn't know what awaited them- she hardly dared to guess- but the excitement of being entrusted with such an important job put an extra bounce in her step as they bounded along the dirt road and into the sunrise.

"Wait!" Rainbow screamed suddenly. The other ponies stopped running and looked at her. Staring Cutlass directly in the eye, she continued. "Are we there yet?"


	4. Act 1: Chapter 3

_Drip._

_Drip._

_Drip._

An ice cold breeze flowed through the moist cave, chilling a wet Celestia to the bone. She tried to navigate herself away from the drops of water that constantly fell upon her, only to smash her head off of the iron bars that made up her cage. Celestia felt her teeth rattle and suppressed a howl of pain.

_Drip._

Shaking her head, the princess let out a defeated sigh. How long had she been trapped in here; cold and alone in this horrible cave? It was probably no more than a few days, but it felt much longer, like weeks, or even months. The constant dripping of condensation certainly wasn't helping matters.

_Drip._

Celestia wished that something would happen. _Anything_ would be better than sitting in a cage, cold and alone with nothing to do and not even a scrap of information on why she was in here! Heck, even seeing her captors would be better than dealing with the terrible loneliness the darkness brought. The only pony she had seen since her imprisonment was a squat, squeaky earth pony who occasionally brought her meals- and he never said _anything_ to her!

For the umpteenth time, the ruler of Equestria attempted to smash the door to her prison open with her magic- and again, the energy washed over the cave and sent her careening into the iron bars on the other side of her cage. _If I keep smashing my head like this, those bars are bound to give way._ she thought wryly, rubbing her throbbing skull.

_Drip._

Resigned to just lie down and sleep again, Princess Celestia curled up on the rocky ground and closed her eyes. Just before she dozed off though, the mare heard echoing voices emanating from beyond the room. There was a soft click in the darkness and the door to her room opened.

Slowly, a pony walked in. He was short and stocky, with saggy eyes and shaking limbs. Celestia recognized him as the stallion whom usually brought her food. He carried with him a dimly lit lantern that cast the walls of the cave in a hazy yellow glow. The old pony gently set the lantern down by the door and promptly left the room without so much as a sideways glance at Celestia.

An incredibly large stallion walked in a few minutes later. A stallion so large, he rivaled even Celestia for size. A soft, tinny clinking noise sounded every time his back-right hoof touched the ground. His right wing reflected the light from the lantern in the same way as his metallic leg, giving off a bronzy gleam.

The princess stood up as tall as the cage would allow her and placed her face against the bars; she knew this larger pony all too well. Past events began to make sense to her- the perfect ambush, Swiftblade's murder, her defected guards... "You."

The stallion's smug sneer was partially hidden in the darkness. His silhouette- cast by the lantern the smaller pony once held- gave his blood red coat an ominous weight that seemed to thicken the atmosphere with the feeling of danger and unpredictability.

He walked up to Celestia and studied her for a moment, then gave a chuckle that contained no warmth or humor. "Good afternoon, Celestia."

A righteous fury filled the princess for the first time in over a millennia, causing her to growl at her captor. Not even bothering with a response, the alicorn's horn began to glow brightly as she charged the biggest blast of pure energy she could summon, and prepared to hurl it full force at the stallion.

Suddenly, her magic began to dissipate. The light faded and Celestia felt herself growing lethargic. The sudden loss of vitality forced the mare onto her haunches, fighting to catch her breath.

Once more, the stallion chuckled as the glow of his own black horn faded. "My, my, Celestia!" he tsked. "A bit out of practice, aren't we? I was expecting this to be harder; it's no wonder my stallions found it so easy to capture you two!"

Celestia did her best to ignore the taunts coming from the other alicorn. He wanted her angry. Angry ponies didn't think clearly. The princess took a deep breath and focused on maintaining control of her temper. Only when she was sure she had a proper lid on her irascibility, did she finally speak. "Two?"

The larger pony just smirked and gestured to the door with his head. Rattling sounds could be heard down the hallway, metal chains grating against stone. "Unhoof me fools!" The voice, though strained, was one Celestia would recognize anywhere.

_NO! He didn't... He wouldn't dare!_

Celestia's worries proved to be true as a few more ponies walked in; two large guards, a unicorn, and... "Luna!"

Though chained and bloodied, the other princess looked over to the voice. Upon noticing whom it came from, she strained once more against her bonds. "Sister!" One of the guards holding Luna's chains hoofed her across the face. The mare yelped and stumbled to the side, desperately trying to stay standing up.

Celestia's rage reached its boiling point. Kidnap her, kill her Swiftblade and turn her own guards against her, but harm Luna? There was going to be somepony in _pain_. Struggling back onto her hooves, the white alicorn summoned all of the strength she could muster- only to collapse and release a groan of chagrin when nothing more than a few pink sparks blew dishearteningly out of her horn. Powerless to help her sister, Celestia watched the guard pull his hoof back again.

"That is quite enough, Sickle!" The red alicorn said curtly. "I'll not have you harm our guests needlessly."

The guard looked at his master with a confused expression. "But, sir-"

"Just put her in the cage and leave." The tone was gruff, a tight growl that- though low in volume- managed to fill the room. The guards holding Luna did as they were told. Soon Celestia's baby sister was locked in a similar cage across the room from her, and they left.

Luna charged against the iron bars, crashing into them with all of her strength. The resulting impact forced Celestia to cringe. Standing back up, Luna began pacing angrily along the length of her cage, her breathing was heavy and labored.

"Relax, Luna." The red pony said. "You will not break those bars."

Luna positioned herself as close to her captors as she could, growling furiously. "You will not get away with this, Eclipse!"

"Aww..." he responded with mock sympathy. "And why is that, Princess?"

"I have dispatched a highly trained strike team to track you down," she said defiantly. "They should be here any time!"

_Huh?_ As far as Celestia knew, Equestria had no 'highly trained strike teams'. There hadn't been a war in centuries! The greatest levels of training nowadays were personal guardsponyship and the Wonderbolt Teams. Luna had to be bluffing.

Eclipse raised an eyebrow and released a small chuckle. "You mean your 'Elements of Harmony'? Times certainly _have_ changed if _they_ qualify as 'highly trained.'"

"I warn you, do not underestimate their power. Let us go!"

"Oh, trust me Luna, I have no intention of underestimating _anypony_. Isn't that right, Dusk?" It was then that Celestia noticed the unicorn hadn't yet left the room. The silhouette from the lantern hid her visage, but something about the pony seemed familiar.

The smaller pony stepped out from the shadows. The light caught her face and Celestia gasped. _No! It can't be!_

"Of course not, father." Twilight said, laughing alongside the stallion. 

[X] [X] [X] [X] [X] [X] [X]

Rainbow Dash gasped at the sight before her. Hoofington was HUGE! In fact, everything about the city seemed to be huge; from the tall towers in the corners of the city, to the giant walls that surrounded it. Ponies walked along the streets in droves; from this height, they looked like ants.

Cutlass had said that it would only take a day's worth of hard running to make it to the city; he had obviously never met Rarity or Fluttershy, neither of which managed three _hours_ of hard running before pleading for a slower pace. So- in an act that annoyed both Rainbow Dash and the guardspony, the group slowed down to what felt like a crawl. It had been _three days_, but they were finally here!

"-still don't understand why there wouldn't be an inn _somewhere_ along this route." Dash overheard Rarity's complaint as she landed by her friends. "I cannot _believe_ I've been reduced to sleeping in the _dirt!_"

Rainbow Dash rolled her eyes. Ever since their first night out, the unicorn had been complaining about something or other. The dirt, the running, the boredom; but she kept returning to sleeping conditions.

"Sugarcube," Applejack sighed. "Ah hardly think that sleepin' inside a _tent_ with a _sleepin' bag_ an' _six blankets_ counts as 'sleepin' in the dirt.'"

Rarity gasped at her friend's comment and furrowed her brow. "Maybe not to a ruffian like you." she sniffed.

Sensing an argument brewing amongst her friends, Dash announced her findings to the group. "Hey guys, we're here!"

"_Of course_ we're here silly," Pinkie Pie giggled. "Where _else_ would we be?"

Ahead of the group, Cutlass shook his head in exasperation. It was safe to say that the six friends had run him mentally ragged over the past few days. Rainbow suppressed a snigger at the thought; she had to claim the majority of cause for his stress. She'd found out early on that teasing Cutlass was an incredibly fun pastime.

"Hey, Cutlass!" Twilight spoke up. "What can you tell us about Hoofongton?"

The white stallion answered the question without stopping or looking back. "There's probably not much that you don't already know; Hoofington is Equestria's military capitol. The whole place is really just one huge fortress surrounded by walls and siege towers. The city itself is mostly home to soldiers, guards and high ranking members of both services, along with their families."

"That's it?" Rainbow asked, once more floating aimlessly above the group.

"Don't test me."

The group resumed idle chatter as they walked toward the city. Rainbow tuned in and out of it, but mostly occupied her time with simple aeronautical tricks. She flipped and spun through the air, lost in her own little flying world. She caught something about gates being closed, but paid it no heed, for she was having too much fun in the sky. Before she knew it, they stood before the entrance to Hoofington.

The gates themselves were not all that impressive. It was a simple series of crossed iron bars about twenty feet wide that stood in place of the humongous wall. Chains and hooks looped around pulleys and connected to the gate for easy hoisting. Even while flying, Rainbow had to gawk in awe at the sheer height of the structure. _That wall has to be like, a million feet tall!_ she thought to herself. _I wonder how they got the bricks up there..._ Images of ponies firing cannons loaded with masonry blocks filled her head.

"Halt!" A sturdy voice shouted from above, ripping the cyan pony from her daydream. "Who goes there?"

Rainbow Dash looked around for the source of the voice. A mare in full battle armor observed them from a window in the wall. She peered sternly down at the road, her cream colored coat contrasted with her raven mane and silver uniform.

Cutlass stepped forward and irritatedly addressed the mare. "Commander Cutlass, personal guard to Princess Luna. Now open the gates!"

The mare seemed about to speak, but then paused. She said a few inaudible words before disappearing. A few moments later, the same mare peered back out the window. "What did you say?"

"Open the gates!"

The guard shook her head. "No! Before that!"

Cutlass released a threatening growl before roaring, "I said: I am Commander Cutlass, personal guard to Princess Luna! NOW OPEN THE DAMNED GATES!"

The mare disappeared behind the wall once more, causing Cutlass to growl in frustration.

"What's going on here?" Rainbow groaned. "How are we supposed to get anything done if we're just standing around _outside_ the walls... doing... nothing?" her comment trailed off as the stallion shot her a murderous glare, "What?"

The group waited in silence for what felt like hours to Rainbow Dash, who'd forsaken flying in favor of laying on the ground and staring at the sky. _I wonder who does the weather patrol around here..._ she thought to herself as she noticed the numerous clouds that dotted the clear blue. _Sloppy!_

Much to her annoyance, just as Rainbow was about to doze off into a peaceful slumber under the comforting heat of the sun, the voice of the mare rang out from behind the wall. "All right, Moonlight! You can open the gates now!"

Cutlass mumbled something about the guards "finally doing their jobs" before rising from his seat and starting for the city.

The mare from the window stood just inside the wall flanked by a few more guardsponies, their armor shining in the sunlight. Their piercing gazes made Rainbow uneasy. She felt like the guards were watching them, waiting for something.

Rainbow's sense of unease grew as they strode under the gate and into the city. The guards' eyes glared unblinkingly, they seemed to be looking right _through_ her. Suddenly, there was a loud grating sound behind them and the gate slammed shut with a crash. The previously unmoving guards quickly drew their swords and Rainbow soon found a blade being held to her throat.

"Hey!" she cried indignantly. "What's the big idea?" Beside her, the rest of the group was in a similar position.

The only pony who seemed unfazed by the cold steel against his neck was Cutlass, who growled angrily. "What is this?"

The mare stepped closer to him, her eyes as cold as the night. "Like you don't know, _Commander._"

"I demand an explanation, NOW!" Cutlass howled. Despite the blade, he leaned forward intimidatingly; a rivulet of blood dripped down his throat.

"You don't get to make demands here, _prisoner_." The mare said coolly. She looked around to her stallions. "Guards, take the suspects to the precinct. Let's show these vermin what happens when you kidnap our Princesses." 

[X] [X] [X] [X] [X] [X] [X]

"Ugh! I'm _so-o-o bored!_" Rainbow Dash groaned, rolling over on the wooden floor of the jail cell. Twilight Sparkle did her best to ignore her complaints, but with little else to do, she found her frustration with the pegasus quickly mounting.

The unicorn was getting annoyed with the guard station. The plain stone walls offered no comfort or peace of mind. The only thing about the place that didn't feel hopelessly dreary was the single window by the desk on the other side of the room. The sunlight washed through it, showering the ponies in it's warm glow.

Shouting could be heard coming from down the hall behind a door labeled 'Chief.' Twilight sighed. She wished those two would be quiet for a few minutes; all of this yelling was giving her a headache. Cutlass and the guardmare had been at each other's throats since they'd arrived at the station, yelling about something or other.

From what Twilight had gathered, Princess Luna had gone missing shortly after speaking with the group a few nights ago, causing Hoofington to go into full scale alert. As Luna's personal guard, Cutlass was suspect number one, a title the stallion didn't quite take a shining to.

"She's the one that sent us!" A throaty voice roared. A loud thump emanated from the Chief's office.

"Then where is your proof?" An equally enraged voice bellowed.

Beside Twilight, a yellow pegasus was cowering in the corner of the cell. She seemed to shrink smaller and smaller with every shout that washed over the room. The lavender pony placed a comforting hoof on Fluttershy's shoulder in an effort to calm her timid friend down.

"I demand our release!"

"You go nowhere until King Lionheart says otherwise!"

Twilight cocked an ear; she wasn't sure she'd heard that last part right. Equestria didn't have a king. The royal diarchy consisted solely of princesses Celestia and Luna.

"I outrank you!"

"Not in here you don't! I have my orders!"

"This is an outrage!"

Shaking her head, Twilight tuned back out of the argument. The angry ponies' disputation was once again deteriorating back to nonsensical shouting.

"Well this is jus' dandy!" Applejack sighed. "We come all this way jus' tuh git locked up!"

Twilight wanted to object and tell her friend to have some faith in the Equestrian legal system, but the situation certainly seemed dismal. How could they do as Luna asked if they were stuck in a Hoofington jail? On the other side of the cell, Rainbow groaned again.

"_Ouch, Rainbow!_" Rarity cried suddenly. "Do watch my tail!"

"Hm?" the cyan pony slurred tiredly. "Oh, sorry Rares..."

How Rainbow Dash was able to take a nap at a time like this, Twilight couldn't begin to hazard a guess, but she had to admire the pony's ability to take their problems in stride. It seemed that besides Dash, only Pinkie Pie- who'd been pestering the watchstallion for the past two or three hours with a nonstop barrage of questions and stories- was unperturbed by their situation.

A knock on the door freed the watchstallion from the pink mare's endless prattle. After nearly sprinting to the exit, the guard opened the door to reveal a light gray stallion with a crimson mane in full military dress. The guard reared back in surprise, "Lieutenant Cabal, sir!"

The new stallion walked in and nodded a greeting to the watchstallion. "It's _Prince_ Cabal now, sergeant." He looked over to the cell where Twilight and her friends lay. Something caught his eye and his brow rose sharply. "I take it these are your new suspects?"

"Yes, sir." The watchstallion said, closing the door behind Cabal. "Wanted access to the city, sir."

"I see," he said, approaching the cell. "I had no idea kidnappers were so... beautiful."

Twilight twisted her head around. _Is he talking to me?_ she thought, surprised. The target for his compliment was made evident to everypony as Rarity shrieked and lunged at the bars, desperately trying to get as close to the stallion as possible.

"And what is your name, my sweet?" Cabal asked smoothly.

"Rarity." the unicorn responded, batting her eyelashes. There was a gagging sound Twilight later learned was Rainbow Dash.

"Rarity, huh? Such a beautiful name, for a beautiful mare."

Behind Cabal, the watchstallion cleared his throat loudly. "Commander Cutlass was with 'em, sir. He hasn't shut up since he arrived. Chief Quicksilver's had about enough of him."

The new stallion nodded in understanding and continued down the hall towards the direction of the shouts. "You're wasting your time, sergeant; these ponies are innocent." With those final words, he shut the door to the office and the yelling ceased.

The watchstallion sat grumpily in his seat, grumbling to himself. "Father ain't even ruler for two days an' he thinks he's King Shit of Turd Island..."

Pinkie Pie launched back into her story as soon as he sat down. Amidst the explosive sound effects and incredible narrative, Twilight watched the guard's shoulders slump.

A few minutes later, Cabal walked out of the room with Cutlass and the Security Chief by his side. Cutlass wore a smirk of smug satisfaction as the mare next to him complained loudly.

"You can't just take my suspects, Cabal!"

"I thought you said we could leave '_when Lionheart said we could,_' Quicksilver... or was I hearing things?" Cutlass tossed out in a mocking tone.

Cabal growled and stamped a hoof on the ground. "Silence, the both of you!" He turned and looked the angry guardmare right in the eyes. "I _am_ freeing these ponies, that is the end of it."

The second the watchstallion had the door unlocked, a polychromatic blur zoomed quickly in front of Twilight, leaving a trail out of the jail cell and through the open window. In the distance, a screeching voice sounded loud and long; "Freedom!"

Once the gust of wind died down and the stunned expressions had cleared off those who didn't understand what had just happened, Cabal blinked. "What... was that?"

"Rainbow Dash," Twilight explained as she walked out of the cell. "She can get a little... overzealous. Don't worry, she'll come back."

"I see..." It was quite apparent to Twilight that the stallion was unsure of what to say to that. "Well then!" he said, recovering from his shock. "Commander, I trust you can get to the castle from here? I have some other business I must attend to." Cutlass nodded his answer and lead the group out the door of the guard station.

Twilight did her best to ignore the goo-goo eyes Rarity shot at Cabal as they left. It wasn't like she was jealous or anything. In fact, the unicorn had never given the idea of romance much thought before. Still, something about the way her heart skipped a beat when she'd thought that Cabal was talking to her stuck in her thoughts.

It wasn't like the stallion was anything special to her, but the attention- or lack thereof- was something she was unaccustomed to. Was it so bad to want somepony to like you? To enjoy your company and compliment you every now and then? Perhaps Twilight would look into that situation more once they got back to Ponyville, but for now, she had a job to do.

Hoofington reminded Twilight a little of Canterlot. Busy ponies bustled around in the streets, the streets themselves were mostly clear of refuse and litter. Despite the similarity, there was an air of discipline and formality around the city Canterlot seemed to lack; Ponies seemed to walk a little faster and a little straighter than back home, most of them were large with rippling muscles and shining armor. Then again, this was Equestria's military capitol. Was it really any surprise that the ponies here were so regimented?

High above the city, a rainbow blur zoomed around, dipping, weaving and curling. It slowed down once it reached a row of pillars in the town square, only to- much to the frustration of the merchant ponies- speedily twist and turn around them. Twilight suppressed a chuckle at Rainbow Dash's antics.

Eventually, the pegasus's cabin fever calmed down and she glided happily back to her friends. "Hey guys, what's up?" she asked, hovering over them. Taking the silence as permission to continue, she landed and began trotting next to Cutlass. "So, I saw this really cool looking restaurant downtown and I thought since we haven't had lunch yet-"

"No." Cutlass interrupted flatly.

Rainbow's brow furrowed visibly. "But-"

"We have a job to do. I'll not have us lose sight of it amidst your silly games."

"Actually, Cutlass," Twilight heard Fluttershy speak behind her. "I think we should get something to eat too, and wouldn't you rather have a hot meal than another sandwich?"

"I know _I_ would..." Rarity grumbled.

Twilight felt her stomach growl it's own opinion on the subject. "Yeah, Cutlass, I don't see anything wrong with getting lunch somewhere."

"Fine, whatever." he sighed. "Let's keep it quick though."

"Great!" Rainbow cheered, taking back off into the sky. "Follow me!"

The group followed Rainbow Dash through the crowds and further into town. Here it seemed, there were even more ponies in armor. Dash led them down a few more streets before setting down outside of a low, open building with no walls and shrubbery neatly clipped around the outside of it. The smell of spices and hot food filled Twilight's nose and nearly carried her the rest of the way there.

"Excuse me, ma'am." Twilight heard somepony beside her call out to Rarity. His voice was rough, grating, and as gritty as the rags he wore on his back. His unkempt mane hung limply over his eyes; his hair had probably been blue at some point, but it had been overtaken by a silvery hue. The feathers of his wings were ruffled and missing in some areas, his coat was dirty and caked with mud. "Spare a Bit?"

The white unicorn reared back in shock, shrieking wildly. "Rarity, relax!" Twilight yelled between the white unicorn's screams of horror. "He's just homeless!" she whispered tautly into the other mare's ear.

"Oh... Right..." Rarity laughed nervously. "Sorry... He just looks so..." The stallion gave her a pointed look. "Never mind." As she reached into her saddlebag to get a few Bits for him, Cutlass quickly stepped forward and stopped her.

"If you give him anything, he'll follow us all day." He said, shooting the other stallion a glare. "Keep moving, he'll survive."

Twilight gasped at the stallion's heartlessness. "How can you say that?" she asked indignantly, "Look at him!" She gestured to the stallion, but he was gone. Curiously, Twilight looked down the alley way, but the homeless pony was nowhere to be seen. "Where did..."

"Let's go." Cutlass said flatly, walking off towards the restaurant without a second glance.

"Hey!" Applejack called after him. "How can y'all be so callous?"

"Easily."

Twilight pondered Applejack's question herself, such insensitivity to a pony who clearly needed help just wasn't normal. While Cutlass wasn't exactly the friendliest of ponies, Twilight would hardly classify him as a reprobate. She wondered what exactly had motivated the guardstallion to do what he'd done.

A waitress gathered the ponies up once they'd reached the eatery. She sat them at a large table under the canopy that served as the restaurant's roof. The grills were in the center of the dining area so that patrons could watch the cooks prepare their respective meals. The place was packed with talking ponies waiting to be served. Similarly, the six friends made small talk while they waited for their own orders.

After few bites into their meals, the air was rife with the group's moans of appreciation for freshly prepared food- with the exemption of Cutlass, who ate in stony silence. Twilight's taste buds danced as the soup rolled down her throat, thankful to be eating something other than raw grass and daisy sandwiches.

Rainbow Dash swallowed a bite of her own order and grinned. "Was I right or what?" She got her answer in the form of numerous "Mmms."

"So," Applejack said between bites. "What exactly's the plan?" Everypony quietly looked to Cutlass who continued eating as though he hadn't heard her.

Sensing their eyes upon him, Cutlass looked up from his plate. "We go to Castle Hoofington and talk to Lionheart." he said, returning to his food. "Where we go from there depends on what we find out."

Twilight was about to comment on his behavior when the clanging of a loud bell interrupted her thoughts. A mare with a microphone stood on top of a small platform by the grills. She smiled as the attention of the crowd turned to her.

"Good afternoon, Hoofington!" she said warmly, observing the dining area. "As most of you already know, here at the Carrot Garden we have a bit of a tradition; Every Saturday afternoon we pick one lucky customer to face off in a cooking competition against our undefeated champion, Chef Cheddar!"

The air was filled with hoots and hollers as the crowd cheered in anticipation of the event. The mare held up a small bag on her hoof and continued speaking. "If you manage to beat him, you'll win this bag of fifty bits!" The applause grew louder as numerous ponies jumped in the air with their hooves raised, begging for a chance to compete.

"Ooh!" Rainbow Dash exclaimed. "Pinkie Pie, you should totally _do that!_"

The pink pony simply shook her head. "Nope!"

"What? Why not? You're a great cook!"

"No," Pinkie explained. "I'm a _baker_, not a _cook._"

"What's the difference?" Pinkie's eyes widened at the statement.

"Trust me, Dashie; there's a _big_ difference." Looking around the table, her eyes settled on another of her friends. "Rarity could do it though, she's a _great_ cook!"

The unicorn was visibly taken aback by Pinkie's words, but seemed to honestly consider it for a few moments. "Well, I suppose I _could_ compete, but I'd still have to be called up there." She turned and studied the mare on the podium. She was surrounded by ponies eagerly begging for a chance to face the chef. "And with this crowd that doesn't seem very likely."

Just then, a deafening bang rocked the restaurant. Fluttershy shrieked and grabbed the pony closest to her- which happened to be Cutlass. The unexpected weight caused him to lose his balance and tumble out of his chair with a yelp. Twilight looked around the room apprehensively. Everypony had stopped talking to look at the spectacle before them. "_Pinkie Pie!_" she whispered heatedly. "_Get down from there!_"

The party mare awkwardly climbed down from the table, uselessly attempting to hide the remains of the firecracker behind her back. Still blushing, Pinkie Pie aimed a hoof at her friend. "Um... Rarity can do it..."

The mare on the podium was the first to recover from the shock. "Well then!" she said, the happiness in her tone now seemed just a tad forced. "I guess we have our contestant!" 

[X] [X] [X] [X] [X] [X] [X]

Rarity smiled awkwardly as everypony in the restaurant stared at her and her friends. Why did Pinkie Pie have to draw attention to them like that? If there was _one thing_ Rarity hated, it was _public embarrassment._

The mare on the podium called out to her again. "It's Rarity, right? Come on down!"

Rarity felt a heavy pressure shove her forward a few steps. She twisted her head to see Rainbow Dash motioning her forward with her hooves. Her friends were all giving her encouraging smiles- well, almost all of them. Cutlass was glowering at his plate, mumbling something to himself.

A few of the other customers clapped while she made her way down the aisle to the podium. All eyes were on her as she climbed the steps and onto the platform. Rarity gulped. She was used to attention, in fact, she usually loved it. But this was different; cooking wasn't like making dresses. She couldn't stitch a meal together with her sewing machine, and while she was a pretty decent cook, Rarity wasn't entirely confident she could beat a trained chef.

"So Rarity," the mare said, shaking her hoof. "Are you familiar with the Carrot Garden Challenge?"

The unicorn shook her head, releasing a nervous laugh.

The mare nodded. "Okay then!" she said. She aimed a hoof at a large clock on the wall. "That's our timer, you'll have exactly thirty minutes to make any type of dish you want. When the time runs out, you bring your dish to the judges table over there-" she aimed a hoof at a small table to the side of the grill, where a trio of grinning ponies sat. "-and our judges will decide whose dish is better; yours, or Chef Cheddar's!" An orange earth pony with a white mane bowed when the mare said his name, eliciting a round of clapping from the customers.

A waitress led Rarity by the hoof to the second grill, which was right next to Chef Cheddar's. The mare looked at her cheerfully. "Are you ready?" she asked into the microphone.

Rarity nodded, still unsure of how exactly she had gotten into this situation.

"Then let's begin!" A bell rang and the crowd roared with excitement. "Good luck!" she mouthed away from the microphone while the crowd cheered.

Rarity looked around at her workstation. She had a small sink, a cutting board, a knife, an assortment of cabinets she could only assume were full of other cooking apparatus finally, a single refrigerator stood next to a pantry in-between the grills.

_Okay..._ she thought, attempting to calm herself down. _Simple enough; make a dish of any sort..._ The unicorn rushed to the refrigerator to see what food she had access to. She had no idea what she was going to make or how she was going to make it; but whatever she was going to make, she had to make it fast!

Rarity pulled open the refrigerator door and nearly gasped in surprise. The interior was packed with everything she could possibly think of! There was cheese and red peppers, carrots, broccoli, corn on the cob, liqueur, chocolate, lemons and bread! There was even some things inside that Rarity didn't even know _existed,_ like that weird lumpy looking green object, or the misshapen peach colored thing. There was so much stuff inside that Rarity couldn't even begin to decide what to make for the competition.

_Okay Rarity_, the pony tried to pull her thoughts together. _Let's keep it simple. Stick to what you know._ She looked around the refrigerator once more. _But what do I make?_

"Excuse me." A voice behind her said politely.

"Hmm?" Rarity glanced behind her to see who was speaking to her. An orange pony with a green apron was standing just behind her, a kind smile on his face. "Oh! I'm so sorry, I didn't mean to get in your way!" In her anxiety, she'd forgotten that she was sharing the kitchen with somepony else.

Rarity stepped aside and allowed Chef Cheddar access to the interior, still seriously contemplating what she should make. The chef reached into the refrigerator and pulled out a pair of eggs. Giving her a pleasant nod, he walked back to his own work station. _That's it!_ Rarity exclaimed to herself. _I'll make eggs! Wait, no Rarity; that's too simple!_ She peered back into the fridge and looked for something she could add to her dish. Her eyes settled on the red peppers and the cheese. _Omelets!_ she cheered to herself. _I'll make omelets!_

Having decided her course of action, Rarity set about gathering the necessary ingredients. One advantage she had over the earth pony was that he did not have unicorn magic. Rarity soon had all the needed supplies set up on the counter and she was ready to start cooking.

As she beat the mixture of egg and milk in her bowl, some of the ponies in the crowd began cheering loudly. Rarity looked over to see how her opposition was doing. He had a large knife in his hooves and was speedily chopping up some onions. Diced bits of the vegetable seemed to fly straight from his cutting board and into his pot. _Concentrate Rarity!_ she berated herself.

She dumped the egg mixture into a pan and set it on the grill with her magic. Turning to the clock on the wall, she discovered she now only had fifteen minutes to complete her dish. Rarity lifted up her own knife and began dicing the pepper, only to drop her blade when she heard a voice from the crowd call out, "You can do it Rarity! Knock his apron clean off his body!"

"Quiet Rainbow!" another voice sounded almost as loudly. "She's trying to concentrate!"

Rarity looked from the knife that now lay on the ground to the half-diced pepper on the cutting board. There were no other knives that she could find on her side of the kitchen. Her own knife was dirty and useless now, she couldn't possibly serve food that had been cooked with contaminated equipment!

Rarity looked to the rapier she still had strapped to her side and sighed, she had to cut the ingredients somehow. Using her magic, Rarity speedily pulled the blade out of its sheath and flipped it around in the air a few times to adjust herself for the weight. There were a few gasps in the crowd at the sight of a weapon being drawn, but nopony objected as Rarity set the pommel in her jaws and, lifted the omelet ingredients into the air withe her magic, and expertly cut each morsel into tiny pieces with it.

Rarity hacked and slashed with professional strokes, each swipe cutting exactly the way she'd wanted it to. In her humble opinion, this was actually _better_ than using the kitchen knife she'd been supplied with; Rarity's rapier was much sharper and way easier to handle. Ingredients floated around her, red peppers, green peppers, onions, spinach, and broccoli were all constantly chopped and diced with the blade Rarity held in her mouth.

When she was done, Rarity wiped her rapier clean and leaned it against the counter. It was then that she noticed the stares. Everypony in the restaurant was watching her with shocked expressions on their faces, including Chef Cheddar and the announce mare. The total silence was broken by the clock chiming five minutes left in the competition.

The competitors returned to their dishes, ponies now cheered loudly on both sides of the grill. Rarity quickly seared the vegetables on a separate skillet and dumped them into the omelet pan, flipping the eggs over after a moment.

When she deemed it appropriate, she lifted the finished omelet into the air and split it amongst the three plates that sat upon the cutting board. By the time all this was done, the customers were counting down from thirty.

Rarity studied her plates carefully; something was missing, but she couldn't quite put her hoof on it. Chef Cheddar had already delivered his dishes to the judges' table, and they looked beautiful! Her own platters looked so plain, so _boring. Garnish!_ She nearly hoofed herself for forgetting it. Rarity charged to the refrigerator and yanked it open as fast as she could.

"_Ten! Nine! Eight!"_

_Where is it, where is it, where is it!_ she panicked, she still had to get her plates to the judges' table before the bell rang! Rarity spotted a red bowl with some green leaves sticking out of it. _Ah, there it is!_

"_Seven! Six! Five!"_

Rarity pulled out the bowl hurriedly and made ready to sprint to the counter. On the way back she slipped, and the bowl- along with the garnish- flew high into the air.

"_Four!"_

Thinking quickly, Rarity used her magic to tip over her sword, which fell onto the cutting board that was hanging slightly over the counter. The board gave way to the weight of the sword, catapulting her precious plates into the sky.

"_Three! Two!"_

Time seemed to move in slow motion. Rarity's dishes soared over her head towards the judges' table, catching the garnish plate along the way.

"_One!"_

The plates landed perfectly in front of the stunned judges with a trio of bangs. The garnish bowl landed at the corner of the table by Chef Cheddar. Finally, the garnish leaves settled gently on top of Rarity's dishes, decorating them perfectly. The unicorn felt a smile begin to grow on her face; the Sweetie Belle Garnish Trick _never_ failed!

"_Zero!"_ A loud buzzer went off as the crowd finished the countdown, but nopony heard it; they were all to busy screaming about what they'd just witnessed.

"Amazing!"

"-never seen anything like it!"

"I can't believe that worked!"

After a few moments, the announcer mare politely calmed them down. "Judges," she said happily. "You may begin eating!"

The judges took a few bites of each dish before talking amongst themselves. Rarity's heart beat like a drum. By all rights, she shouldn't be this nervous. It hardly mattered to her if she won or not, but something inside her had ignited. Some enormous fire that refused to let her believe she could lose. The adrenaline rush filled her with a staggering vigor that proved incredibly addicting. She wished the feeling would last forever. _Maybe that's why Rainbow Dash likes competition so much!_ she realized.

"Judges, are you ready to decide the victor?" The judges each nodded enthusiastically. "Judge number one: which dish was better?"

The first judge wore a large smile on his face, he held up a small sign that said "Chef Cheddar."

The crowd cheered as the mare on the podium continued. "One for Chef Cheddar! Judge number two: which dish did _you_ like better?"

The crowd went wild as the second judge held up a sign that said "Rarity."

"Well, well. It looks like we have our first ever vote against Chef Cheddar!" _What!_ Rarity panicked. _Nopony's ever even _scored _against him?_ What chance did she have now?

"Judge number three, this competition hangs on your decision: which dish was the best?"

You could cut the tension in the air with a knife. Nopony spoke as Judge number three studied his card. Tentatively, he scribbled something on the card, then quickly crossed it out. He wrote something else down, and then flipped the card over.

The customers roared with excitement. A few ponies dropped their eating utensils, they clattered to the floor unnoticed as the uproar rocked the building. "Fillies and Gentlecolts; after six long weeks under the strangle hold of the invincible Chef Cheddar, we have a new Carrot Garden Champion! Congratulations Rarity! Come and get your fifty Bits!"

The unicorn walked numbly up to the platform where the announce mare happily plopped the bag of coins in Rarity's hooves. The customers' cheers were deafening; Rarity was sure that they could be heard in Ponyville. The loudest of them probably came from her friends, who hooted and hollered as she walked back to the table with her bag of Bits.

"Aw-right!" Rainbow Dash cheered. "I knew you could do it, Rares!"

Rarity felt very flattered by her friends' praise and congratulations as she sat down. "Well, thank you girls. But it was nothing really." She emptied her prize into the larger money bag she'd strapped to her side before leaving Ponyville.

Cutlass gave her an look of mild amusement. "That was some very skilled blade work." he said musingly. "Who taught you?"

Rarity inhaled sharply, she hadn't really wanted to talk about that. _Well_, she thought. _I suppose I don't have to tell them the _whole _story._ "When I was young, a stallion broke into our house. My father decided that we should be able to defend ourselves, just in case. So he started taking our family to defense classes." she said evasively. She hoped that that explanation would be enough for her friends.

"Huh," Rainbow snorted. "I guess I really _do_ owe you an apology!"

The friends chatted idly for a few more minutes, enjoying the cool breeze. A few ponies walked up to Rarity and offered her congratulations. The looks that some ponies were giving her had gone from warm to slightly creepy and it was starting to make Rarity anxious. A few of these ponies looked... dangerous.

"Shouldn't we be getting to the castle?" she asked, as yet another stallion got too close.

"Absolutely!" Cutlass agreed, getting up from his seat and stretching. "Let's go!" He tossed a mouthful of Bits onto the table and headed for the street. The group followed him, most of them still wrapped up in their respective conversations.

"Ooh! I can't wait to get there! What do you girls think the castle will be like?" Pinkie Pie asked as she bounced along.

"Um... Big?" Rainbow Dash said, floating above her. "And... castle-ly?"

"_Castle-ly?_" Twilight raised an eyebrow. "Did you even put any effort into that?"

Rarity could have sworn she saw Dash's face gain a reddish tinge at the other unicorn's words. Refusing to look up from the ground, Rainbow answered her with a huff. "Shut up..."

The streets were now packed with ponies. They seemed to move in clusters, each with a different number of ponies and a separate place to go. It was nearly impossible to stay on course as the group made their way to the other side of the road. Rarity fell to the ground as somepony bumped into her side forcefully. The clinking of coins reached her ears as she glanced up to see who had just smashed into her.

"Hey!" Rainbow Dash shouted angrily. "Give that back!" Without warning, the cyan pony darted off through the sky. Who she was after became apparent when a scruffy pegasus pony took flight over the crowded street and zoomed away. A polychromatic blur trailed behind him.

Twilight looked over to Rarity with a frown. "What just happened?"

The white mare was still too stunned to fully absorb the situation. In a soft voice, she told her friends why the pegasi had seemingly started a race around the city. "He... he just stole my coin bag..."

The group charged through the streets in a crazed attempt to keep up with the breakneck speed of the racing pegasi. Cutlass had long since taken to the skies himself, but the weight of his armor prevented him from keeping pace with Rainbow Dash.

Rarity ducked under a dresser two ponies carried through the street, keeping her eyes glued to the sky. Her friends ran beside her, with the exception of Applejack, who led the pack through the streets. Ponies yelled in protest as they were forced to the side of the street to make way for the sudden stampede.

Rarity still couldn't believe that somepony had stolen from her. All of her money was in that bag, and now it was gone. If the thief got away with it, then she was in deep trouble. She would have no money to make dresses, to buy food or pay for bills. She'd be forced to sell her gems just to keep her head afloat, and then she wouldn't have any of the precious stones to make her living with. No, losing the thief was not an option.

Applejack tore down a dark alleyway to the left. Rarity and the rest of the gang followed in hot pursuit. They jumped over a large puddle and out the other side of the alley, back into the sunlight. The rainbow trail still flashed over the sky, back and forth around the city. It seemed that the pickpocket was more focused on losing Dash than getting home.

The trail flashed over the sky and then took off to the other side of town, disappearing into the horizon. The friends hurriedly followed down on the street, ducking ponies and dodging carts. "Hey!" One earth pony cried furiously as somepony crashed into his merchant stand. The street filled with round green vegetables that rolled about and were subsequently trampled into slaw. "My cabbages!"

The group ran into an intersection of two streets and looked around. Rainbow Dash's trail had disappeared. Cutlass swooped down next to them and landed neatly. "I lost them." he said simply, folding his wings. "But I saw them go in there." He motioned his head towards a back alley that sat between two office buildings.

He led them down the alleyway. It was dark and damp inside, the sun was unable to penetrate the wooden ceiling that had been constructed overhead. The dull gray bricks were coated in layers of graffiti and dirt. The passage ended with a single door leading into an unidentifiable building. Rainbow Dash stood just outside of it, pacing angrily. Her ears pricked up when she noticed her friends approaching.

"He's in here." she said. "It's the same guy as earlier!"

In all actuality, Rarity didn't really care if it was Celestia herself, she just wanted her money back. Of course, her surroundings sent a chill up her spine. The homeless stallion had scared her with his ragged looks before, and his choice of hidey-holes just furthered her fear of danger. She just wanted to go in, get her Bits back, and forget about this whole disaster. Rarity prepared to open the door, but stopped when she heard a voice speak out.

"Put that away!" Cutlass said in a reprimanding tone. Rarity looked over her shoulder just in time to see a blushing Dash quickly slip her dagger back into its sheath.

"But he kicked me..."

"It doesn't matter. We're here to retrieve stolen property, not to start fights." Cutlass spoke calmly, but his voice was filled with unquestionable firmness. "Never draw your weapon unless you're ready to kill something."

He strode passed Rainbow- ignoring her mocking mouth motions- and rapped a hoof off of the door. There was some commotion on the other side, scuffling noises mixed with panicked whispers. Rarity caught one of the louder ones as; "Hide! Now!".

Cutlass knocked once more. "Open up!"

"Go away!"

"You have something that doesn't belong to you. I am offering to be reasonable about this. Must I take it back by force?" There was silence. Cutlass sighed and turned around, grumbling something to himself.

"Oh, I get it..." Rainbow said frustratedly. "All thunder and no..." There was a loud crash, followed by the sound of splintering wood and warping metal. Cutlass had kicked the door right off of its hinges. "...lightning." she finished, chuckling nervously as the guardpony gave her a look of mild irritation.

Rarity was the first to peek through the now open hole in the wall. She nearly fainted when she found what lie on the other side. What she had thought of as a building was actually a wooden structure somepony had built around the alley behind the office buildings with simple wooden planks and nails. Nopony had even bothered to remove the dumpster. The smell of alcohol, mildew and burned wood wafted outside. There was a small fire pit in one corner by a small collection of sleeping bags. A few torches hung here and there, barely illuminating the dark interior of the- well, exactly _what_ it was, Rarity wasn't sure; a shack? A shanty? She shrugged and just decided to call it a hovel.

Knowing exactly the types of ponies who would live here, Rarity was hesitant to step hoof inside- for all she knew it may be the last step she ever took. However, her decision was made for her as she felt herself being shoved inside from behind.

The unicorn stumbled inside, careful to avoid any puddles. She regained her balance and spun around to find out who'd pushed her. Rainbow Dash sat just outside the door, her eyes darting about. She picked up a hoof and pointed it at Cutlass, who growled. Rolling her eyes, Rarity turned back around to face the interior of the hovel.

There was nopony around that Rarity could see. She wondered, had she imagined the voices and the hoofsteps? No, the others had heard them too. Hay, Cutlass blasted the door in because of one of them. So perhaps they'd escaped? Rarity looked around for a second door, a sewer cap, an upper window, but she found nothing.

A scuffling noise from the dumpster brought Rarity back to earth. She approached it cautiously, and that was when she heard the voices.

"Ow! Get off my leg!" a young voice groaned quietly. It sounded like a colt, and a very youthful one at that. Rarity's friends were now all inside the hovel, curiously looking around. Rarity caught Cutlass's eye and beckoned him over with a hoof.

"I'm not on your stupid leg!" A second voice said, it was softer, obviously that of a filly.

"Are too!"

"Am not!"

"Are too!"

"Both of you shut up before you get us caught!" A deeper, adult voice whispered. It sounded familiar, this was most certainly the homeless stallion who'd asked Rarity for money earlier.

"Are the bad ponies gonna hurt us, Papa?" another filly's voice came; it sounded absolutely petrified. Rarity felt her heart shatter at the words. She didn't know the full story behind this, and she didn't need to. The only thing that mattered was the fact that she'd essentially stormed into somepony's house to take something away from them. Rarity suppressed a tear. She knew all too well what this filly was feeling, and it filled her with guilt.

"No, Ivy. Nopony's going to hurt you." the adult voice returned in a soft manner. "And how many times have I told you not to call me that!"

Rarity was going to tell everypony to forget about her bits and just leave, but Cutlass strode right passed her. He reared up on his back legs and stuck his head under the lid of the dumpster. "Hi."

A shrill scream echoed around the room, piercing Rarity's ears and forcing her to the ground in excruciating pain. In the corner of her eye, she saw Cutlass fall backwards out of the dumpster and stagger around dizzily. Shortly after, he lost his balance and collapsed a few feet from Rarity, a look of pain plastered on his face.

The screeching continued for a few more moments until the filly had used up all the air in her tiny lungs. Rarity breathed a sigh of relief, thankful for the brief moment of mercy. The group just lay on the ground, their ears still ringing. The guardpony did little aside from blinking for a couple of minutes. Although he was the cause for all of the screaming, Rarity actually felt _bad_ for Cutlass; the sound waves would have reverberated inside the dumpster, making the noise even louder.

Once she was sure she could hear again, Rarity sat up on her haunches and looked around. "Is everypony okay?" She got a few mumbled yeses from her friends and a languid nod from Cutlass. She turned to the dumpster. "What about you in there?"

"We'll live." the adult voice answered. There were a few more whispers in the interior of the dumpster and then a hoof appeared. The homeless stallion crawled out of the glorified trash bucket and fluttered down to the ground. "Now would you mind leaving?"

"We're not going anywhere until you give back what you stole." Cutlass groaned as he lifted himself off the ground.

The homeless stallion looked away. "I don't know what you're talking about. I've never stolen anything." The pony stood up and walked towards the sleeping bags. "So, Cutlass, what brings you all the way out to Hoofington? Going out on another big adventure?"

"It's nothing that concerns you." Cutlass replied curtly. "Just give us what we came for so we can leave."

"Wait..." Twilight said stepping over to them. "I'm confused, you two know each other?"

Cutlass sighed and placed a hoof to his forehead. "Yeah, yeah. Meet my good for nothing older brother, Broadsword."

"BROTHER?" Applejack screamed. "AND Y'ALL JUST LET HIM LIVE IN AN ALLEY?"

"Oh, I wasn't always like this, young mare." Broadsword said, rifling through the pile of sleeping bags. "I was once a high General in Celestia's Army. Still would be, if-"

"-If you hadn't started drinking whiskey like it was water." Cutlass cut in. "He was _dishonorably discharged_ for _daily drunkenness_." he finished angrily.

"That bastard Lionheart set me up!" Broadsword interjected, forgetting about his search. He looked Rarity right in the eyes and continued. "I knew too much about his little plans, so he turned me into a fool!"

"Yes, yes, brother. We've all heard the story before. I suppose he also held the bottle to your face and forced you to drink it?"

"Ooh!" Pinkie Pie cheered. "Story? I love stories! What's it about?"

"Nothing." Cutlass scowled. "Just the rambling lies of an old drunk."

"_Are_ they lies, Cutlass?" Broadsword replied sadly. "Look at where he is now _and tell me honestly_; is he not _exactly_ where I said he'd be? The bastard's a liar and a traitor! I guarantee you he's the one behind Swiftblade's death!" There were tears in his eyes as he finished his little speech. He'd obviously had this discussion with Cutlass before.

Cutlass shook his head dourly and sighed loudly. "Just give the mare her Bits back."

The other pegasus picked up a small canvas bag from underneath a sleeping bag and threw it at his brother. "Fine!" he snarled, turning away to face a wall. "But you leave me with nothing to feed those foals!"

Cutlass picked up the bag with his teeth and gave it to Rarity. "You can have my sympathies, brother, but nothing more." he said as he walked out. The unicorn's other friends awkwardly followed, unsure of what exactly they should be doing. She was about to follow, until she saw the faces of three little foals looking innocently out from underneath the lid of the dumpster.

Rarity knew it was a dumb move. Broadsword was a miscreant; a scroungy, mangy, homeless, mess of a stallion that reeked of intoxicants and garbage. He would probably blow most of it on alcohol, or use it to get somepony killed or... or whatever else low class louts like him did with their Bits. But in her heart she knew it was the right thing to do.

Rarity opened her bag, and counted out fifty Bits; her prize money for the cooking contest earlier. Then she put the coins in a separate bag she got from her saddlepack and set it on the floor before leaving the shelter.


End file.
